Reo@ Voting Report
SEI Japan Equity Fund Votes Against Management Report
VOTING RECORDS FROM:01/04/2015 TO: 30/06/2015
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Aderans Co., Ltd.
Meeting Date: 05/28/2015 Country: Japan Meeting Type: Annual Ticker: 8170
Primary ISIN: JP3121600005 Primary SEDOL: 6007395
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Ishiko, Shigeru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kanazawa, Hisatake Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Tsumura, Yoshihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Aichi Bank Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8527
Primary ISIN: JP3103000000 Primary SEDOL: 6196550
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Hayakawa, Jun Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Suzuki, Toshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Miyachi, Eiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 1 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Aichi Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Ando, Haruhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Ogura, Minoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Kobayashi, Masato Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Ito, Yukinori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Ito, Yoshihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Hayashi, Akio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Takahashi, Tomoyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Ota, Wataru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.14 Elect Director Matsuno, Hiroyasu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Aichi Electric Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6623
Primary ISIN: JP3104000009 Primary SEDOL: 6010081
Page 2 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Aichi Electric Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Amano, Nozomu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Ando, Makoto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Ono, Teruo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kato, Shinobu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kato, Tatsuyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Nagata, Toru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Nishimi, Toshio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Nonomura, Katsumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Hosoe, Hideki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Yano, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 3 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Aichi Electric Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Appoint Statutory Auditor Tomita, Hidetaka Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Yamada, Makoto Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Air Water Inc.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 4088
Primary ISIN: JP3160670000 Primary SEDOL: 6441465
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Toyoda, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Akatsu, Toshihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Fujita, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Toyoda, Kikuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Nakagawa, Junichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Karato, Yu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 4 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Air Water Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.9 Elect Director Matsubara, Yukio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Machida, Masato Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.11 Elect Director Tsutsumi, Hideo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.12 Elect Director Nagata, Minoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.13 Elect Director Shirai, Kiyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.14 Elect Director Sogabe, Yasushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.15 Elect Director Murakami, Yukio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.16 Elect Director Hasegawa, Masayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.17 Elect Director Hatano, Kazuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Aisan Industry
Meeting Date: 06/12/2015 Country: Japan Meeting Type: Annual Ticker: 7283
Primary ISIN: JP3101600009 Primary SEDOL: 6010649
Page 5 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Aisan Industry
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Amend Articles to Indemnify Directors - Mgmt For Against Indemnify Statutory Auditors - Authorize Board to Determine Income Allocation Voter Rationale:
Changes in company's by-laws should not result in the erosion of shareholder rights.
3.2 Elect Director Nakano, Masataka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Isida, Tomoya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Takagi, Takaaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Torii, Hisanao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Nakane, Toru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Tokimura, Haruki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Kosaka, Yoshifumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Inoue, Hiroyuki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Page 6 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Ajinomoto Co. Inc.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 2802
Primary ISIN: JP3119600009 Primary SEDOL: 6010906
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Iwamoto, Tamotsu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Igarashi, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Takato, Etsuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Shinada, Hideaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Fukushi, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Ono, Hiromichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Kimura, Takeshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Tochio, Masaya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Murabayashi, Makoto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 7 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Ajinomoto Co. Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.14 Elect Director Nawa, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Alfresa Holdings Corp.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 2784
Primary ISIN: JP3126340003 Primary SEDOL: 6687214
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Fukujin, Kunio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Takita, Yasuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kanome, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Takahashi, Hidetomi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Hasebe, Shozo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kubo, Taizo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Miyake, Shunichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 8 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Alfresa Holdings Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.9 Elect Director Izumi, Yasuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Shinohara, Tsuneo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Alpha Systems Inc.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4719
Primary ISIN: JP3126330004 Primary SEDOL: 6149985
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Ishikawa, Hidetomo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Takada, Satoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Tokura, Katsumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kawana, Takao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Saito, Kiyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Yamauchi, Shinichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 9 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Alpha Systems Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.9 Elect Director Akazaki, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Takada, Toshifumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Kawahara, Yosaku Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Nishimura, Seiichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Yanagiya, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Yamada, Kunihiko Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Alpine Electronics Inc.
Meeting Date: 06/18/2015 Country: Japan Meeting Type: Annual Ticker: 6816
Primary ISIN: JP3126200009 Primary SEDOL: 6021481
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Morioka, Hirofumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kajiwara, Hitoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 10 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Alpine Electronics Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Kataoka, Masataka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kobayashi, Toshinori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Endo, Koichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Mizuno, Naoki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Taguchi, shuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Ikeuchi, Yasuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Komeya, Nobuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Kawarada, Yoji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Kojima, Hideo Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Ejiri, Kazushige Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 11 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Alps Electric Co. Ltd.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 6770
Primary ISIN: JP3126400005 Primary SEDOL: 6021500
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Takamura, Shuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kimoto, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Umehara, Junichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Amagishi, Yoshitada Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Sasao, Yasuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Edagawa, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Inoue, Shinji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Daiomaru, Takeshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Kai, Seishi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 12 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Alps Electric Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.13 Elect Director Okayasu, Akihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Alps Logistics Co. Ltd
Meeting Date: 06/17/2015 Country: Japan Meeting Type: Annual Ticker: 9055
Primary ISIN: JP3126450000 Primary SEDOL: 6050764
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Yamazaki, Koichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Saeki, Kazuyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kataoka, Masataka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Shimohiro, Katsuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Nomura, Shinichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Fukiyama, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Nakamura, Kunihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 13 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Alps Logistics Co. Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Appoint Statutory Auditor Toyama, Teijiro Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Takahashi, Kiyotaka Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Amada Holdings Co., Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6113
Primary ISIN: JP3122800000 Primary SEDOL: 6022105
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Abe, Atsushige Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Yamamoto, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Nakamura, Kazuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kawashita, Yasuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
ANA Holdings Co.,Ltd.
Meeting Date: 06/29/2015 Country: Japan Meeting Type: Annual Ticker: 9202
Primary ISIN: JP3429800000 Primary SEDOL: 6014908
Page 14 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
ANA Holdings Co.,Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Takemura, Shigeyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Tonomoto, Kiyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Nagamine, Toyoyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Hirako, Yuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Shinobe, Osamu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Yamamoto, Ado Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Okawa, Sumihito Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Maruyama, Yoshinori Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Equity Compensation Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Anritsu Corp.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 6754
Primary ISIN: JP3128800004 Primary SEDOL: 6044109
Page 15 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Anritsu Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
9 Approve Equity Compensation Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
AOI Electronics
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6832
Primary ISIN: JP3105280006 Primary SEDOL: 6270960
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kinoshita, Kazuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Okada, Yoshio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Saeki, Norio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kawasaki, Hideharu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Takao, Daisuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Fukuda, kazuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 16 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Aozora Bank, Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8304
Primary ISIN: JP3711200000 Primary SEDOL: B1G1854
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Tanabe, Masaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Saito, Takeo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Takeda, Shunsuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Mizuta, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
ARATA CORP.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 2733
Primary ISIN: JP3125100002 Primary SEDOL: 6517515
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.2 Elect Director Shimawaki, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.3 Elect Director Suzuki, Yoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 17 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
ARATA CORP.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.4 Elect Director Hatanaka, Seinosuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.5 Elect Director Kobayashi, Fumiaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.6 Elect Director Ito, Mikihisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.7 Elect Director Ono, Yuzo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.8 Elect Director Furiyoshi, Takahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.9 Elect Director Kataoka, Haruki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.10 Elect Director Nakagawa, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Arcs Co., Ltd.
Meeting Date: 05/26/2015 Country: Japan Meeting Type: Annual Ticker: 9948
Primary ISIN: JP3968600001 Primary SEDOL: 6721930
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Fukuhara, Tomoharu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 18 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Arcs Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Furukawa, Koichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Moriya, Sumio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Muguruma, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kogarimai, Hideki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Fukuhara, Ikuharu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Inoue, Koichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Endo, Sumio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Retirement Bonus Payment for Mgmt For Against Statutory Auditor Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Asahi Broadcasting
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 9405
Primary ISIN: JP3116800008 Primary SEDOL: 6054454
Page 19 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Asahi Broadcasting
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Okinaka, Susumu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Yamamoto, Shinya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Matsuda, Yasuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Ozaki, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Kobayashi, Kenichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Yoshida, Shinichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Goto, Hisao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Chihara, Kuniyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Ogata, Ken Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.13 Elect Director Mochida, Shuzo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 20 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Asahi Broadcasting
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.14 Elect Director Mita, Masashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.15 Elect Director Yamada, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Sugano, koichiro Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Asahi Kasei Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 3407
Primary ISIN: JP3111200006 Primary SEDOL: 6054603
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Appoint Statutory Auditor Kido, Shinsuke Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
ASKA Pharmaceutical Co.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4514
Primary ISIN: JP3541200006 Primary SEDOL: 6880820
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Maruo, Atsushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 21 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
ASKA Pharmaceutical Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Kato, Kazuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Kawahara, Masayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Ueda, Eiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Yoshimura, Yasunori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Retirement Bonus Payment for Director Mgmt For Against
Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Bando Chemical Industries Ltd.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 5195
Primary ISIN: JP3779000003 Primary SEDOL: 6075068
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Tamagaki, Yoshihisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Nakamura, Kyosuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kashiwada, Shinji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 22 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Bando Chemical Industries Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Shigematsu, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Kii, Hiroshi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Bank of Yokohama Ltd.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 8332
Primary ISIN: JP3955400001 Primary SEDOL: 6986449
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Appoint Statutory Auditor Hiranuma, Yoshiyuki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Benesse Holdings Inc
Meeting Date: 06/27/2015 Country: Japan Meeting Type: Annual Ticker: 9783
Primary ISIN: JP3835620000 Primary SEDOL: 6121927
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Appoint Statutory Auditor Matsumoto, Yoshinori Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Sakuragi, Kimie Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 23 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Benesse Holdings Inc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Appoint Statutory Auditor Izumo, Eiichi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Approve Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Bunka Shutter Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 5930
Primary ISIN: JP3831600006 Primary SEDOL: 6152466
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Shiozaki, Toshihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Fujiyama, Satoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Yabuki, Yoshio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Kushiro, Atsushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Shimamura, Yoshinori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Ogura, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 24 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Bunka Shutter Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.9 Elect Director Oshima, Toru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Casio Computer Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6952
Primary ISIN: JP3209000003 Primary SEDOL: 6178967
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Takagi, Akinori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Nakamura, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Masuda, Yuichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Yamagishi, Toshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Kobayashi, Makoto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Ishikawa, Hirokazu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Takano, Shin Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 25 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Central Glass Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4044
Primary ISIN: JP3425000001 Primary SEDOL: 6184306
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Nakai, Hajime Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Shimizu, Tadashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Takagi, Kazuyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Murata, Shigeki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Takayama, Satoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Komata, Takeo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Maeda, Kazuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Ono, Katsunori Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Ide, Yoshio Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 26 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Central Japan Railway Co.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 9022
Primary ISIN: JP3566800003 Primary SEDOL: 6183552
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Uno, Mamoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Torkel Patterson Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Fujii, Hidenori Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Emi, Hiromu Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Ishizu, Hajime Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Central Sports
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 4801
Primary ISIN: JP3425600008 Primary SEDOL: 6293246
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Yamazaki, Yukio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Suzuki, Yoji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 27 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Central Sports
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.5 Elect Director Tone, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Yada, Kyoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Nakazawa, Shinetsu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Kimoto, Tadasu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Matsuda, Yuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.1 Appoint Statutory Auditor Imoto, Takashi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Chiba Bank Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 8331
Primary ISIN: JP3511800009 Primary SEDOL: 6190563
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Okubo, Toshikazu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Hatano, Shoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 28 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Chiba Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Iijima, Daizo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Ikeda, Tomoyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Yazaki, Toyokuni Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Shirato, Akio Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Chubu Shiryo
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 2053
Primary ISIN: JP3525400002 Primary SEDOL: 6195665
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Fujita, Kyoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Hirano, Harunobu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Makita, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Kawakami, Masahiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 29 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Chubu Shiryo
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.7 Elect Director Kondo, Yuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Ito, Takafumi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Matsubayashi, Mgmt For Against Shigeharu Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.3 Appoint Statutory Auditor Iwamoto, Hideyuki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Chuetsu Pulp & Paper Co. Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 3877
Primary ISIN: JP3513400006 Primary SEDOL: 6195706
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Kato, Akiyoshi Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Ubashima, Fumio Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Uematsu, Hisashi Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 30 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Chuetsu Pulp & Paper Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Furuta, Kiyotaka Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Takagishi, Shin Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kusuhara, Shoichi Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Chugoku Bank Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 8382
Primary ISIN: JP3521000004 Primary SEDOL: 6195803
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Tsuboi, Hiromichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Aoyama, Hajime Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Yamamoto, Yoshinori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Hanazawa, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 31 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Chugoku Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.6 Elect Director Asama, Yoshimasa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Fukuda, Masahiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Ando, Hiromichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Shiwaku, Kazushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Tsurui, Tokikazu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Terasaka, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Kato, Sadanori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.13 Elect Director Sato, Yoshio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Tachimori, Nobuyasu Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Chugoku Electric Power Co. Inc.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 9504
Primary ISIN: JP3522200009 Primary SEDOL: 6195900
Page 32 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Chugoku Electric Power Co. Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Iwasaki, Akimasa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Ogawa, Moriyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sakotani, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Shimizu, Mareshige Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Segawa, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Nobusue, Kazuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Hirano, Masaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Furubayashi, Yukio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Matsuoka, Hideo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Matsumura, Hideo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 33 of 305
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Chugoku Electric Power Co. Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.13 Elect Director Morimae, Shigehiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.15 Elect Director Watanabe, Nobuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Chugoku Marine Paints Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 4617
Primary ISIN: JP3522600000 Primary SEDOL: 6196000
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Ono, Masashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Tomochika, Junji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Kiseki, Yasuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
6 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale:
Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Citizen Holdings Co. Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 7762
Primary ISIN: JP3352400000 Primary SEDOL: 6197304
Page 34 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Citizen Holdings Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Aoyagi, Ryota Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Kabata, Shigeru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Nakajima, Keiichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Sato, Toshihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Cleanup Corp.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 7955
Primary ISIN: JP3270200003 Primary SEDOL: 6203513
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Amend Articles to Indemnify Directors - Mgmt For Against Indemnify Statutory Auditors - Indemnify Audit Firm Voter Rationale:
Any limits to auditors' liability should be based on proportionality and only applicable to a single year's accounts.
CYBERDYNE INC.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 7779
Primary ISIN: JP3311530004 Primary SEDOL: BK0S445
Page 35 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
CYBERDYNE INC.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.5 Elect Director Nakata, Kinichi Mgmt For Against
Voter Rationale:
Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
4 Approve Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Daicel Corp.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 4202
Primary ISIN: JP3485800001 Primary SEDOL: 6250542
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Fukuda, Masumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Ogawa, Yoshimi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Nishimura, Hisao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Goto, Noboru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Okada, Akishige Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 36 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Daicel Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.7 Elect Director Kondo, Tadao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Masuda, Hiroyasu Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Daihatsu Diesel Mfg
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6023
Primary ISIN: JP3497000004 Primary SEDOL: 6250337
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Iwabe, Hiroaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Kinoshita, Shigeki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Nakajima, Ryotaro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Goda, Osamu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Yamashita, Masafumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Sato, Kazutoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 37 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Daihatsu Diesel Mfg
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.8 Elect Director Okauchi, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Uemura, Yuichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Nakano, Hitoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Fujita, Toshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Saito, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.13 Elect Director Tsuda, Tamon Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Sugino, Yasuhiko Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Retirement Bonus Payment for Director Mgmt For Against and Statutory Auditor Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
DAIICHI KIGENSO KAGAKU-KOGYO CO LTD
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 4082
Primary ISIN: JP3474350000 Primary SEDOL: B03KX18
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Okazaki, Isao Mgmt For Against
Page 38 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
DAIICHI KIGENSO KAGAKU-KOGYO CO LTD
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kojima, Akito Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kokubu, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Kasama, Shiro Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Nishii, Nobuhiro Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Daikin Industries Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6367
Primary ISIN: JP3481800005 Primary SEDOL: 6250724
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Appoint Statutory Auditor Uematsu, Kosei Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Daio Paper Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 3880
Primary ISIN: JP3440400004 Primary SEDOL: 6870898
Page 39 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Daio Paper Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Adachi, Toshihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Mori, Kenichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Okazaki, Kunihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Ohara, Hideki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Tsuzuki, Akihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Ono, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Yamasaki, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Shimizu, Yasunori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Shinohara, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Yamagami, Toshiki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 40 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Daio Paper Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.14 Elect Director Kondo, Yasuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Retirement Bonuses and Special Mgmt For Against Payments Related to Retirement Bonus System Abolition Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Daiwa House Industry Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 1925
Primary ISIN: JP3505000004 Primary SEDOL: 6251363
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Ishibashi, Tamio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Nishimura, Tatsushi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kawai, Katsutomo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Ishibashi, Takuya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Numata, Shigeru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Fujitani, Osamu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 41 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Daiwa House Industry Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.9 Elect Director Kosokabe, Takeshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Hama, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Tsuchida, Kazuto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Yamamoto, Makoto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.13 Elect Director Hori, Fukujiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.14 Elect Director Yoshii, Keiichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.15 Elect Director Kiguchi, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.16 Elect Director Kamikawa, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.17 Elect Director Tanabe, Yoshiaki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.18 Elect Director Kimura, Kazuyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.19 Elect Director Shigemori, Yutaka Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 42 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Daiwa House Industry Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Appoint Statutory Auditor Oda, Shonosuke Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Daiwa Securities Group Inc.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 8601
Primary ISIN: JP3502200003 Primary SEDOL: 6251448
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Stock Option Plan and Deep Discount Mgmt For Against Stock Option Plan Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
DCM Holdings Co., Ltd.
Meeting Date: 05/28/2015 Country: Japan Meeting Type: Annual Ticker: 3050
Primary ISIN: JP3548660004 Primary SEDOL: B1B0V35
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Elect Director Shimizu, Toshimitsu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
DeNA Co Ltd
Meeting Date: 06/20/2015 Country: Japan Meeting Type: Annual Ticker: 2432
Primary ISIN: JP3548610009 Primary SEDOL: B05L364
Page 43 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
DeNA Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Namba, Tomoko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Kawasaki, Shuhei Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Hatoyama, Rehito Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Denso Corp.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 6902
Primary ISIN: JP3551500006 Primary SEDOL: 6640381
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.2 Elect Director Kobayashi, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.4 Elect Director Miyaki, Masahiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.5 Elect Director Maruyama, Haruya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.6 Elect Director Yamanaka, Yasushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 44 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Denso Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.7 Elect Director Tajima, Akio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.8 Elect Director Makino, Yoshikazu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.9 Elect Director Adachi, Michio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.10 Elect Director Iwata, Satoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.11 Elect Director Ito, Masahiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.13 Elect Director Nawa, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5.1 Appoint Statutory Auditor Shimmura, Atsuhiko Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5.2 Appoint Statutory Auditor Yoshida, Moritaka Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Dentsu Inc.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4324
Primary ISIN: JP3551520004 Primary SEDOL: 6416281
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Nakamoto, Shoichi Mgmt For Against
Page 45 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Dentsu Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Kato, Yuzuru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Timothy Andree Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Matsushima, Kunihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Takada, Yoshio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Tonouchi, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Hattori, Kazufumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Yamamoto, Toshihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Nishizawa, Yutaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Fukuyama, Masaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 46 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
DMG Mori Seiki Co. Ltd.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 6141
Primary ISIN: JP3924800000 Primary SEDOL: 6602563
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5.2 Elect Director Kondo, Tatsuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5.3 Elect Director Tamai, Hiroaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5.4 Elect Director Takayama, Naoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5.5 Elect Director Oishi, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
6 Appoint Statutory Auditor Kimoto, Yasuyuki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
DTS Corp.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 9682
Primary ISIN: JP3548500002 Primary SEDOL: 6255699
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Kumasaka, Katsumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 47 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
DTS Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Ito, Tatsumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sakamoto, Takao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Takeuchi, Minoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Yoko, Isao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Hagiwara, Tadayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Suzuki, Shigehiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Sakata, Shunichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Hirata, Masayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
East Japan Railway Co.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 9020
Primary ISIN: JP3783600004 Primary SEDOL: 6298542
Page 48 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
East Japan Railway Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.1 Appoint Statutory Auditor Hoshino, Shigeo Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Higashikawa, Hajime Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.3 Appoint Statutory Auditor Ishida, Yoshio Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Edion Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 2730
Primary ISIN: JP3164470001 Primary SEDOL: 6512714
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Okajima, Shoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Kato, Hirohisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Funamori, Seiichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Yamasaki, Norio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Umehara, Masayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 49 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Edion Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.7 Elect Director Doho, Kazumasa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Ikehata, Yuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Kato, Takahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Mishima, Tsuneo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Koyano, Kaoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Electric Power Development Co. (J-Power)
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 9513
Primary ISIN: JP3551200003 Primary SEDOL: B02Q328
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Watanabe, Toshifumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Murayama, Hitoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Uchiyama, Masato Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 50 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Electric Power Development Co. (J-Power)
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Nagashima, Junji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Fukuda, Naori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Eto, Shuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Nakamura, Itaru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Onoi, Yoshiki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Urashima, Akihito Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Exedy Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 7278
Primary ISIN: JP3161160001 Primary SEDOL: 6250412
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Matsuda, Masayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Masaoka, Hisayasu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 51 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Exedy Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Okamura, Shogo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Toyohara, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kojima, Yoshihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Nakahara, Tadashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Fujimori, Fumio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Akita, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Nishigaki, Keizo Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Fukuda, Tadashi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Ezaki Glico Co. Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 2206
Primary ISIN: JP3161200005 Primary SEDOL: 6327703
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Approve Equity Compensation Plan Mgmt For Against
Page 52 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Ezaki Glico Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
FALCO SD HOLDINGS Co Ltd
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 4671
Primary ISIN: JP3802650006 Primary SEDOL: 6354853
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Akazawa, Hiroharu Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Hirasaki, Kenjiro Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Yasuda, Tadashi Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Eguchi, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Matsubara, Nobumasa Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Retirement Bonus and Special Mgmt For Against Payments Related to Retirement Bonus System Abolition Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Page 53 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Foster Electric Co. Ltd.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 6794
Primary ISIN: JP3802800007 Primary SEDOL: 6349008
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Kishi, Kazuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Lu San tie Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Shirakawa, Hidetoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Narikawa, Atsushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Matsumoto, Minoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Fuji Kiko Ltd.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 7260
Primary ISIN: JP3809600004 Primary SEDOL: 6356503
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Takahashi, Noboru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 54 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Fuji Kiko Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Hisada, Nobuyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Aozawa, Shigetaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Sugimoto, Naoyasu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Takayanagi, Moritaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Itsuki, Noriyasu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Kitagawa, Tadaaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Kuwaki, Hajime Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Alternate Statutory Auditor Nozue, Mgmt For Against Yukihide Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Alternate Statutory Auditor Makino, Mgmt For Against Kazuhisa Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Retirement Bonus Payment for Director Mgmt For Against
Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Page 55 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Fuji Machine Mfg. Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6134
Primary ISIN: JP3809200003 Primary SEDOL: 6356592
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Suhara, Shinsuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Kodama, Seigo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Kawai, Takayoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Tatsumi, Mitsuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Ezaki, Hajime Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
FUJIFILM Holdings Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4901
Primary ISIN: JP3814000000 Primary SEDOL: 6356525
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Tamai, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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FUJIFILM Holdings Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Toda, Yuzo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Takahashi, Toru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Ishikawa, Takatoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Sukeno, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Asami, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Yamamoto, Tadahito Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Kitayama, Teisuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Miyazaki, Go Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Fujikura Kasei Co., Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4620
Primary ISIN: JP3811200009 Primary SEDOL: 6356729
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Fujikura Kasei Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Ueda, Hikoji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Shimoda, Yoshizo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Kajiwara, Hisashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Watanabe, Hiroaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Takano, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Watanabe, Satoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Hasegawa, Yoshiaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Ohashi, Kazuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Tanaka, Osamu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 58 of 305
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Fujitec Co. Ltd.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 6406
Primary ISIN: JP3818800009 Primary SEDOL: 6356826
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Sekiguchi, Iwataro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Narayanapillai Sugumaran Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Okada, Takao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Shigekane, Hisao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Fujitsu Frontech Ltd.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 6945
Primary ISIN: JP3818200002 Primary SEDOL: 6357261
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Matsumori, Kunihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Imamura, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 59 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Fujitsu Frontech Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.4 Elect Director Ishioka, Tatsuya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Kawakami, Hiromu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Yoshida, Naoki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.1 Appoint Statutory Auditor Suzuki, Yoshiyuki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.2 Appoint Statutory Auditor Horino, Yasuto Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.3 Appoint Statutory Auditor Suzuki, Yoji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Fukoku Co., Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 5185
Primary ISIN: JP3807000009 Primary SEDOL: 6354626
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Inohara, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Nakazawa, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 60 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Fukoku Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.5 Elect Director Machida, Shoji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
7 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale:
Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Fukuda Denshi (Electronics)
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6960
Primary ISIN: JP3806000000 Primary SEDOL: 6357012
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Share Exchange Agreement with Mgmt For Against Atomic Sangyo KK Voter Rationale: The company provides neither earnings projections of the combined entity nor specific synergies expected from the deal, failing to provide justification for the 21 percent dilution.* The stock market reaction was not favorable, consistent with the view that the deal is not beneficial to minority shareholders of Fukuda Denshi.
2.1 Elect Director Fukuda, Kotaro Mgmt For Against
Voter Rationale: The nominee should be held responsible for the company's continued failure to put its poison pill renewal to a vote.
2.2 Elect Director Shirai, Daijiro Mgmt For Against
Voter Rationale: The nominee should be held responsible for the company's continued failure to put its poison pill renewal to a vote.
2.3 Elect Director Tsubone, Izumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Shirakawa, Osamu Mgmt For Against
2.5 Elect Director Fukuda, Shuichi Mgmt For Against
2.6 Elect Director Sugiyama, Masaaki Mgmt For Against
3.1 Appoint Statutory Auditor Fujiwara, Junzo Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 61 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Fukuda Denshi (Electronics)
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Appoint Statutory Auditor Suzuki, Isamu Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Funai Electric
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 6839
Primary ISIN: JP3825850005 Primary SEDOL: 6141550
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 Approve Retirement Bonus Payment for Mgmt For Against Statutory Auditors Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Furukawa Electric Co. Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 5801
Primary ISIN: JP3827200001 Primary SEDOL: 6357562
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Soma, Nobuyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Tsukamoto, Osamu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. Furthermore, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
3.6 Elect Director Teratani, Tatsuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 62 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Furukawa Electric Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.7 Elect Director Amano, Nozomu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Kozuka, Takamitsu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Shinozaki, Suguru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Kobayashi, Keiichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Kimura, Takahide Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Ogiwara, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Sato, Tetsuya Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Furusato Industries
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 8087
Primary ISIN: JP3828000004 Primary SEDOL: 6357595
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Onishi, Satoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 63 of 305
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Furusato Industries
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kanasaki, Seiichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Uraike, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Taniguchi, Hideyasu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Fuso Pharmaceutical Industries Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 4538
Primary ISIN: JP3823600006 Primary SEDOL: 6357829
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Toda, Takao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Miyanagi, Junichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Kita, Tetsuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Chigita, Takahiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Nishimura, Shokichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 64 of 305
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Fuso Pharmaceutical Industries Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.7 Elect Director Matsui, Yukinobu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Takahashi, Sadao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Oka, Junichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Ito, Masanori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Naka, Toshihito Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.13 Elect Director Koga, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale:
Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
5 Approve Retirement Bonus Payment for Director Mgmt For Against and Statutory Auditor Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Futaba Industrial Co. Ltd.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 7241
Primary ISIN: JP3824000008 Primary SEDOL: 6357744
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Futaba Industrial Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Yoshiki, Hiroyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Iwatsuki, Mikio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Futai, Koichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Yoshida, Takayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Takahashi, Tomohiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Sammiya, Tsugumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Asakawa, Keita Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Ohashi, Fumio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Kinoshita, Kiyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Sugiki, Umenobu Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 66 of 305
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Futaba Industrial Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Appoint Statutory Auditor Tamaki, Toshiaki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Yoshimura, Yoshihiro Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Approve Retirement Bonus Payment for Mgmt For Against Directors Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
GEO Holdings Corp.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 2681
Primary ISIN: JP3282400005 Primary SEDOL: 6296557
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Approve Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Glory Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6457
Primary ISIN: JP3274400005 Primary SEDOL: 6374226
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Miwa, Motozumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 67 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Glory Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Yoshioka, Tetsu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Onoe, Hideo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Mabuchi, Shigetoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Kotani, Kaname Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Harada, Akihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
6 Approve Equity Compensation Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Gunze Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 3002
Primary ISIN: JP3275200008 Primary SEDOL: 6398709
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Hattori, Kazunori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Hirochi, Atsushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 68 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Gunze Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Suzuki, Masakazu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Furukawa, Tomomi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Akase, Yasuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Oka, Nobuya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Saguchi, Toshiyasu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Gurunavi, Inc.
Meeting Date: 06/22/2015 Country: Japan Meeting Type: Annual Ticker: 2440
Primary ISIN: JP3274180003 Primary SEDOL: B06WPV5
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Fujita, Akihisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Iizuka, Hisao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Watanabe, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 69 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Gurunavi, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.6 Elect Director Suzuki, Kiyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Kikuchi, Toshihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Saito, Miho Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Kakiuchi, Midori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Masumoto, Masaru Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Ishiwata, Tsuneo Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
H2O Retailing Corp.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 8242
Primary ISIN: JP3774600005 Primary SEDOL: 6408705
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Araki, Naoya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Shijo, Haruya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 70 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
H2O Retailing Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Hayashi, Katsuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Sugioka, Shunichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Sumi, Kazuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Senno, Kazutoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Uchiyama, Keiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Wada, Yutaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Mori, Tadatsugu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Happinet Corp.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 7552
Primary ISIN: JP3770300006 Primary SEDOL: 6042675
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Ishikawa, Tetsuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 71 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Happinet Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kawashima, Haruo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Asatsu, Hideo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Enomoto, Seiichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Suzuki, Shigeki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Takahashi, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Haruyama Trading Co.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 7416
Primary ISIN: JP3773600006 Primary SEDOL: 6419815
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Ito, Taku Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Okabe, Katsuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Nakagawa, Masafumi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 72 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Haseko Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 1808
Primary ISIN: JP3768600003 Primary SEDOL: 6414401
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Muratsuka, Shosuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Imanaka, Yuhei Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Ikegami, Kazuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Hazama Ando Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 1719
Primary ISIN: JP3767810009 Primary SEDOL: 6687991
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Higo, Mitsuaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Kaneko, Haruyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Ueno, Hisanori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 73 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Hazama Ando Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.6 Elect Director Yamazaki, Hikari Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Kojima, Hidekazu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Sugimoto, Fumio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Fukunishi, Kiyoka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Kikuchi, Yasushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Fujita, Yuzuru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Ikeda, Shoko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Heiwado Co. Ltd.
Meeting Date: 05/14/2015 Country: Japan Meeting Type: Annual Ticker: 8276
Primary ISIN: JP3834400008 Primary SEDOL: 6419611
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Hiramatsu, Masashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 74 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Heiwado Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kimura, Masato Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Natsuhara, Kohei Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Natsuhara, Yohei Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Tabuchi, Hisashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Fukushima, Shigeru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Hirose Electric Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6806
Primary ISIN: JP3799000009 Primary SEDOL: 6428725
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Nakamura, Tatsuro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Nakamura, Mitsuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Kondo, Makoto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 75 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Hirose Electric Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.5 Elect Director Nikaido, Kazuhisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Iizuka, Kazuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Okano, Hiroaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Hotta, Kensuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Hisamitsu Pharmaceutical Co. Inc.
Meeting Date: 05/21/2015 Country: Japan Meeting Type: Annual Ticker: 4530
Primary ISIN: JP3784600003 Primary SEDOL: 6428907
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Sugiyama, Kosuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Akiyama, Tetsuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Higo, Naruhito Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Tsuruda, Toshiaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 76 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Hisamitsu Pharmaceutical Co. Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.7 Elect Director Takao, Shinichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Saito, Kyu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Tsutsumi, Nobuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Murayama, Shinichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Ichikawa, Isao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Retirement Bonuses and Special Mgmt For Against Payments Related to Retirement Bonus System Abolition Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
6 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Hokkan Holdings Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 5902
Primary ISIN: JP3846600009 Primary SEDOL: 6431109
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Yamazaki, Setsumasa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 77 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Hokkan Holdings Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Ikeda, Kosuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Kubota, Hirokazu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Fujimoto, Ryoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Koike, Akio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Takeda, Takuya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.1 Appoint Statutory Auditor Takeda, Yuri Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.2 Appoint Statutory Auditor Shinna, Takanobu Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3 Appoint Alternate Statutory Auditor Tashiro, Mgmt For Against Hiroki Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Hokuetsu Kishu Paper Co Ltd
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 3865
Primary ISIN: JP3841800000 Primary SEDOL: 6433105
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Aoki, Akihiro Mgmt For Against
Page 78 of 305
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Hokuetsu Kishu Paper Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Sakamoto, Masanori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Suzuki, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Obata, Morinobu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Meguro, Yoshihito Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Kawashima, Yoshinori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Yamamoto, Mitsushige Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Uchiyama, Kimio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Ushijima, Shin Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Hokuhoku Financial Group Inc.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8377
Primary ISIN: JP3842400008 Primary SEDOL: 6683591
Page 79 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Hokuhoku Financial Group Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Sasahara, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Mugino, Hidenori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Yamakawa, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Nakano, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Morita, Tsutomu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Ogura, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Oshima, Yuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Honda Motor Co. Ltd.
Meeting Date: 06/17/2015 Country: Japan Meeting Type: Annual Ticker: 7267
Primary ISIN: JP3854600008 Primary SEDOL: 6435145
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Ito, Takanobu Mgmt For Against
Page 80 of 305
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Honda Motor Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Iwamura, Tetsuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Fukuo, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Matsumoto, Yoshiyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Yamane, Yoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Yoshida, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Takeuchi, Kohei Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Kuroyanagi, Nobuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Aoyama, Shinji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Kaihara, Noriya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.14 Elect Director Igarashi, Masayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 81 of 305
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Hoya Corp.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 7741
Primary ISIN: JP3837800006 Primary SEDOL: 6441506
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Amend Articles to Require Disclosure of SH Against For Individual Director and Executive Officer Compensation Voter Rationale:
A vote FOR this shareholder proposal is recommended because the proposed disclosure would promote accountability and help shareholders make better-informed decisions.
7 Amend Articles to Require a Non-Executive SH Against For Board Chairman Voter Rationale:
A vote FOR this proposal is recommended because the chief executive should be accountable to a board of directors with meaningful independent oversight powers, and the firm has no designated lead independent director.
Ibiden Co. Ltd.
Meeting Date: 06/17/2015 Country: Japan Meeting Type: Annual Ticker: 4062
Primary ISIN: JP3148800000 Primary SEDOL: 6456102
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Kuwayama, Yoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Nishida, Tsuyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Takagi, Takayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Aoki, Takeshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 82 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Ibiden Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Kodama, Kozo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Ono, Kazushige Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Ikuta, Masahiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Yamaguchi, Chiaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Ichinen Holdings Co., Ltd.
Meeting Date: 06/17/2015 Country: Japan Meeting Type: Annual Ticker: 9619
Primary ISIN: JP3142100001 Primary SEDOL: 6455529
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Kuroda, Katsuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kageyama, Tadahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kimura, Heihachi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Aga, Toshifumi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 83 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Ichinen Holdings Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Appoint Statutory Auditor Makino, Masato Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Idemitsu Kosan Co., Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 5019
Primary ISIN: JP3142500002 Primary SEDOL: B1FF8P7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Matsumoto, Yoshihisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Seki, Daisuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Seki, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Saito, Katsumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Matsushita, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Kito, Shunichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Nibuya, Susumu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 84 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Idemitsu Kosan Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Appoint Statutory Auditor Hirano, Sakae Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
IHI Corp.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 7013
Primary ISIN: JP3134800006 Primary SEDOL: 6466985
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Degawa, Sadao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sekido, Toshinori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Terai, Ichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Sakamoto, Joji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Yoshida, Eiichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Mitsuoka, Tsugio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Otani, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 85 of 305
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IHI Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.10 Elect Director Abe, Akinori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Okamura, Tadashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Asakura, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.14 Elect Director Domoto, Naoya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Information Service International - Dentsu, Ltd.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 4812
Primary ISIN: JP3551530003 Primary SEDOL: 6295974
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Fukuyama, Akihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Ichikawa, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Uehara, Nobuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Umezawa, Konosuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 86 of 305
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Information Service International - Dentsu, Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.6 Elect Director Yoshimoto, Atsushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Kobayashi, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Morioka, Yasuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Toya, Nobuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Appoint Alternate Statutory Auditor Ohara, Mgmt For Against Takeshi Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
6 Approve Retirement Bonus Payment for Mgmt For Against Statutory Auditor Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Inpex Corporation
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 1605
Primary ISIN: JP3294460005 Primary SEDOL: B10RB15
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Yui, Seiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Sano, Masaharu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 87 of 305
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Inpex Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.5 Elect Director Sugaya, Shunichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Murayama, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Ito, Seiya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Tanaka, Wataru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Ikeda, Takahiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Kurasawa, Yoshikazu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Sato, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Kagawa, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.14 Elect Director Adachi, Hiroji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Yamamoto, Kazuo Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.3 Appoint Statutory Auditor Sumiya, Koji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 88 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Inpex Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.4 Appoint Statutory Auditor Yamashita, Michiro Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Intage Holdings Inc.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 4326
Primary ISIN: JP3152790006 Primary SEDOL: 6418146
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Ishizuka, Noriaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Matsumoto, Susumu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Uehara, Yukihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. Furthermore, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
3.1 Appoint Statutory Auditor Sakamoto, Toru Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Nango, Itaru Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Saito, Toshio Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale:
Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Page 89 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Ishihara Sangyo Kaisha Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4028
Primary ISIN: JP3136800004 Primary SEDOL: 6466866
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Terakawa, Yoshinari Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kobayashi, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Suzuki, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Higashiyama, Keiji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Akikuni, Yoshitaka Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
IT Holdings Corp.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 3626
Primary ISIN: JP3104890003 Primary SEDOL: B2Q4CR0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kuwano, Toru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 90 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
IT Holdings Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Morita, Shigeo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kusaka, Shigeki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kawasaki, Kazunori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kato, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Itochu Corp.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 8001
Primary ISIN: JP3143600009 Primary SEDOL: 6467803
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Takayanagi, Koji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Yoshida, Tomofumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Okamoto, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Shiomi, Takao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 91 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Itochu Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.7 Elect Director Fukuda, Yuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Koseki, Shuichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Yonekura, Eiichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Kobayashi, Fumihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Hachimura, Tsuyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Fujisaki, Ichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Itochu Enex Co. Ltd.
Meeting Date: 06/18/2015 Country: Japan Meeting Type: Annual Ticker: 8133
Primary ISIN: JP3144000001 Primary SEDOL: 6467825
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Arai, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Itoyama, Masaaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 92 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Itochu Enex Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Nagao, Tatsunosuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Takasaka, Masahiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Tanaka, Masayasu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Jinnouchi, Hiroto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Nakamura, Tsukasa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Yasuda, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Iwasaki Electric Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6924
Primary ISIN: JP3150800005 Primary SEDOL: 6468129
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Fujii, Hideya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Kida, Yoshimasa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 93 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Iwasaki Electric Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Saotome, Kazuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kato, Masanori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Ito, Yoshitake Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Yoshii, Teruo Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Ikeda, Koichi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Appoint Alternate Statutory Auditor Yamashiro, Mgmt For Against Koei Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Izumi Co. Ltd.
Meeting Date: 05/21/2015 Country: Japan Meeting Type: Annual Ticker: 8273
Primary ISIN: JP3138400001 Primary SEDOL: 6468152
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kajihara, Yuichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Mikamoto, Tatsuya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 94 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Izumi Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Nakamura, Toyomi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Approve Retirement Bonus Payment for Director Mgmt For Against
Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
J. Front Retailing Co. Ltd.
Meeting Date: 05/28/2015 Country: Japan Meeting Type: Annual Ticker: 3086
Primary ISIN: JP3386380004 Primary SEDOL: B23TC12
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Yoshimoto, Tatsuya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Makiyama, Kozo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Fujino, Haruyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kobayashi, Yasuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Doi, Zenichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 95 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
JAFCO Co. Ltd.
Meeting Date: 06/16/2015 Country: Japan Meeting Type: Annual Ticker: 8595
Primary ISIN: JP3389900006 Primary SEDOL: 6471439
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Yamada, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Shibusawa, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kano, Tsunenori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Furuichi, Yoji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Miyoshi, Keisuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Japan AirLines Co. Ltd.
Meeting Date: 06/17/2015 Country: Japan Meeting Type: Annual Ticker: 9201
Primary ISIN: JP3705200008 Primary SEDOL: B8BRV46
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Sato, Nobuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 96 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Japan AirLines Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Okawa, Junko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Fujita, Tadashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Saito, Norikazu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Norita, Toshiaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Japan Aviation Electronics Industry Ltd.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 6807
Primary ISIN: JP3705600009 Primary SEDOL: 6470351
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Tamaki, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Takeda, Kazuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Ogino, Yasutoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 97 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
JCR Pharmaceuticals Co., Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 4552
Primary ISIN: JP3701000006 Primary SEDOL: 6467591
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Nishino, Katsuya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Tachibana, Katsuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Yoshimoto, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Suzuki, Tatsuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Philippe Fauchet Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Ishikiriyama, Toshihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Kikuchi, Kanako Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Page 98 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
JFE Holdings, Inc.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 5411
Primary ISIN: JP3386030005 Primary SEDOL: 6543792
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.2 Elect Director Kakigi, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.3 Elect Director Okada, Shinichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.4 Elect Director Maeda, Masafumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
6 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale:
Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
J-Oil Mills Inc.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 2613
Primary ISIN: JP3840000008 Primary SEDOL: 6512747
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Matsui, Shinichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Yoshida, Satoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 99 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
J-Oil Mills Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Zento, Katsuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Goto, Yasuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Bannai, Akio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Tashima, Ikukazu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Shinada, Hideaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Imai, Yasuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Retirement Bonus Payment for Director Mgmt For Against
Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Kajima Corp.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 1812
Primary ISIN: JP3210200006 Primary SEDOL: 6481320
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.1 Appoint Statutory Auditor Tajima, Yuichiro Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Kaken Pharmaceutical Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4521
Primary ISIN: JP3207000005 Primary SEDOL: 6481643
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Reverse Stock Split and Amend Articles Mgmt For Against to Effectively Increase Authorized Capital
Voter Rationale: A vote AGAINST this proposal is warranted because the proposed increase in authorized capital will give the company too much leeway for future share issuances.
3.2 Elect Director Konishi, Hirokazu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Ieda, Yoshihiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Shibata, Noboru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Sekitani, Kazuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Iwamoto, Atsutada Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Sakurai, Toshio Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Kamei Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8037
Primary ISIN: JP3219400003 Primary SEDOL: 6482550
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Kamei Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Kamei, Junichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Suzuki, Masashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Takahashi, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Hirata, Sakae Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Sato, Atsushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kikkawa, Koki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Abe, Jinichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Takahashi, Kiyomitsu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Endo, Ryoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Omachi, Masafumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kanaden Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8081
Primary ISIN: JP3215000005 Primary SEDOL: 6483304
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Shimamoto, Kazunori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Yanagida, Masahide Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Jin, Takeshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Hiraki, Hitoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Umezaki, Akimitsu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Tsunekawa, Yukio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Motohashi, Nobuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.1 Appoint Alternate Statutory Auditor Torigoe, Mgmt For Against Junya Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.2 Appoint Alternate Statutory Auditor Naito, Mgmt For Against Masakazu Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Kanefusa Corp.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 5984
Primary ISIN: JP3216800007 Primary SEDOL: 6491835
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Ota, Masashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Hirako, Tetsuro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Nishio, Satoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Suzuki, Hitoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Kasuga, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Mantani, Tetsuro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Ishida, Nobuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Yamakawa, Toshiyasu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Hayashi, Shigeki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kanematsu Corp.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 8020
Primary ISIN: JP3217100001 Primary SEDOL: 6483467
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Hasegawa, Masao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Gunji, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Tanigawa, Kaoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Sakuyama, Nobuyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Nashimoto, Fumihiko Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Ogawa, Sohei Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Yamada, Yonosuke Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Kansai Electric Power Co. Inc.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 9503
Primary ISIN: JP3228600007 Primary SEDOL: 6483489
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Kansai Electric Power Co. Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Ikoma, Masao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Toyomatsu, Hideki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kagawa, Jiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Iwane, Shigeki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Doi, Yoshihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Iwatani, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Yashima, Yasuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Sugimoto, Yasushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Katsuda, Hironori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Yukawa, Hidehiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kansai Electric Power Co. Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.13 Elect Director Shirai, Ryohei Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.14 Elect Director Inoue, Noriyuki Mgmt For Against
Voter Rationale:
Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
2.15 Elect Director Okihara, Takamune Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
11 Amend Articles to Require Disclosure of SH Against For Individual Breakdown of Director Compensation
Voter Rationale:
A vote FOR this shareholder proposal is recommended because the proposed amendment would improve the flow of useful, relevant information to shareholders, and may enhance the utility's overall reputation for transparency and accountability.
Kawasaki Heavy Industries, Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 7012
Primary ISIN: JP3224200000 Primary SEDOL: 6484620
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Iki, Joji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Inoue, Eiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kanehana, Yoshinori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Murakami, Akio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kawasaki Heavy Industries, Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.7 Elect Director Ishikawa, Munenori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Hida, Kazuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Tomida, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Kuyama, Toshiyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Ota, Kazuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Torizumi, Takashi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Kawasaki Kisen Kaisha Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 9107
Primary ISIN: JP3223800008 Primary SEDOL: 6484686
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Suzuki, Toshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Aoki, Hiromichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kawasaki Kisen Kaisha Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.5 Elect Director Yamauchi, Tsuyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Toriyama, Yukio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Nakagawa, Yutaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Yoshida, Keisuke Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Hayashi, Toshikazu Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Kawasumi Laboratories Inc.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 7703
Primary ISIN: JP3225800006 Primary SEDOL: 6484857
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Suwa, Shuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Iseki, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Shirahama, Noriaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kawasumi Laboratories Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Saino, Takeshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Toda, Shigeru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Oi, Hideo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. Furthermore, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
3 Appoint Statutory Auditor Shiotsuki, Tetsuo Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale:
Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
6 Mandate Share Repurchase worth JPY 1 Billion SH Against For
Voter Rationale:
A vote FOR this proposal is recommended because the share buyback level is still modest in relation to the company's cash reserves, and the company has significant liquid assets leading to inefficient capital deployment.
Kayaba Industry Co. Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 7242
Primary ISIN: JP3220200004 Primary SEDOL: 6485009
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Amend Articles to Change Company Name - Mgmt For Against Reduce Directors' Term - Indemnify Directors - Indemnify Statutory Auditors - Authorize Board to Determine Income Allocation Voter Rationale:
Changes in company's by-laws should not result in the erosion of shareholder rights.
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Kayaba Industry Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Ikenoya, Kazuhisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Saito, Keisuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Komiya, Morio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Kato, Takaaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Yamamoto, Moto Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Appoint Alternate Statutory Auditor Shigeta, Mgmt For Against Atsushi Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
KDDI Corporation
Meeting Date: 06/17/2015 Country: Japan Meeting Type: Annual Ticker: 9433
Primary ISIN: JP3496400007 Primary SEDOL: 6248990
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Morozumi, Hirofumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Takahashi, Makoto Mgmt For Against
3.5 Elect Director Ishikawa, Yuzo Mgmt For Against
3.6 Elect Director Inoue, Masahiro Mgmt For Against
3.7 Elect Director Fukuzaki, Tsutomu Mgmt For Against
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KDDI Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.8 Elect Director Tajima, Hidehiko Mgmt For Against
3.9 Elect Director Uchida, Yoshiaki Mgmt For Against
3.10 Elect Director Kuba, Tetsuo Mgmt For Against
3.11 Elect Director Kodaira, Nobuyori Mgmt For Against
4 Approve Equity Compensation Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
5 Approve Disposal of Treasury Shares for a Mgmt For Against Private Placement Voter Rationale: KDDI fails to provide a convincing justification for the donation of treasury shares to the KDDI Foundation, and fails to explain its benefits for common shareholders.
Keiyo Bank Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 8544
Primary ISIN: JP3281600001 Primary SEDOL: 6190648
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Kumagai, Toshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Maru, Tsuguo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Oshima, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Tatekawa, Masahiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Homma, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Keiyo Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Sakasai, Tetsuya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kimizuka, Ichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Shimomura, Takeshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Akiyama, Satoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Keyence Corp.
Meeting Date: 06/12/2015 Country: Japan Meeting Type: Annual Ticker: 6861
Primary ISIN: JP3236200006 Primary SEDOL: 6490995
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For Against Dividend of JPY 100 Voter Rationale: The proposed dividend is too low. The board should ensure cash is utilised efficiently to maximise returns for shareholders.
3.1 Elect Director Takizaki, Takemitsu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. We are disappointed that the company's board composition falls short of the minimum of two independent directors that is mandated in the new Japanese Corporate Governance Code.
3.3 Elect Director Kanzawa, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 113 of 305
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Keyence Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Kimura, Tsuyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Konishi, Masayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Kimura, Keiichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Miki, Masayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Yamada, Jumpei Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Fujimoto, Masato Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Kinden Corp.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 1944
Primary ISIN: JP3263000006 Primary SEDOL: 6492924
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Kawaguchi, Mitsunori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Urashima, Sumio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kinden Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.5 Elect Director Maeda, Hidetaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Ishida, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Onishi, Yoshio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Kobayashi, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Matsuo, Shiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Wada, Kaoru Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Kintetsu World Express, Inc.
Meeting Date: 06/16/2015 Country: Japan Meeting Type: Annual Ticker: 9375
Primary ISIN: JP3262900008 Primary SEDOL: 6282211
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Ueno, Hirohiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Tomiyama, Joji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kintetsu World Express, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.5 Elect Director Watarai, Yoshinori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Mori, Kazuya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Aikawa, Shinya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Mitsuhashi, Yoshinobu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Hirata, Keisuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Kase, Toshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Torii, Nobutoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Takahashi, Katsufumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.13 Elect Director Yamanaka, Tetsuya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.14 Elect Director Kobayashi, Tetsuya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.15 Elect Director Ueno, Yukio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kintetsu World Express, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.1 Appoint Statutory Auditor Suzuki, Kanji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Hirosawa, Kiyoyuki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Kita-Nippon Bank Ltd.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 8551
Primary ISIN: JP3238200004 Primary SEDOL: 6494287
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Ishizuka, Masamichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Sato, Tatsuya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Segawa, Mitsuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Shibata, Katsuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Ota, Minoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Takahashi, Yoshinori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kita-Nippon Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.9 Elect Director Fujita, Katsuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Sakamoto, Atsushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Kita, Hisao Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Kitano Construction Corp.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 1866
Primary ISIN: JP3240000004 Primary SEDOL: 6494168
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Appoint Statutory Auditor Takizawa, Noboru Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.2 Appoint Statutory Auditor Owa, Yoshichika Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.3 Appoint Statutory Auditor Nishimura, Toshiyuki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.4 Appoint Statutory Auditor Sakai, Nobuyoshi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Kobe Steel Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 5406
Primary ISIN: JP3289800009 Primary SEDOL: 6496023
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Kobe Steel Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Naraki, Kazuhide Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Onoe, Yoshinori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kaneko, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Umehara, Naoto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Sugizaki, Yasuaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Manabe, Shohei Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Koshiishi, Fusaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Okimoto, Takashi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale:
Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
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Kohnan Shoji Co., Ltd.
Meeting Date: 05/28/2015 Country: Japan Meeting Type: Annual Ticker: 7516
Primary ISIN: JP3283750002 Primary SEDOL: 6504379
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Miyanaga, Shunichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Kato, Takaaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Sakakieda, Mamoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Tanoue, Kazumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Tanaka, Yoshihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Takeuchi, Eigo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Yamanishi, Seiki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Murakami, Fumihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.2 Appoint Statutory Auditor Okuda, Junji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Kohnan Shoji Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.3 Appoint Statutory Auditor Miyaji, Nobuyuki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Koito Manufacturing Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 7276
Primary ISIN: JP3284600008 Primary SEDOL: 6496324
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Yokoya, Yuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sakakibara, Koichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Arima, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kawaguchi, Yohei Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Otake, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Uchiyama, Masami Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Kusakawa, Katsuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Koito Manufacturing Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.10 Elect Director Yamamoto, Hideo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Kato, Michiaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Konagaya, Hideharu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Kobayashi, Mineo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.14 Elect Director Uehara, Haruya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Kusano, Koichi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Tsuruta, Mikio Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Komatsu Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 6301
Primary ISIN: JP3304200003 Primary SEDOL: 6496584
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Fujitsuka, Mikio Mgmt For Against
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Komatsu Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Takamura, Fujitoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Shinozuka, Hisashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Kuromoto, Kazunori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Mori, Masanao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Oku, Masayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
6 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Kose Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4922
Primary ISIN: JP3283650004 Primary SEDOL: 6194468
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Hanagata, Kazumasa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kose Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Naito, Noboru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Nagahama, Kiyoto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Arakane, Kumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kumada, Atsuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Shibusawa, Koichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Kobayashi, Masanori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Retirement Bonus Payment for Mgmt For Against Statutory Auditor Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Krosaki Harima Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 5352
Primary ISIN: JP3272400007 Primary SEDOL: 6498007
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Odawara, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Krosaki Harima Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Sakane, Junichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kawabe, Hideaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Okumura, Hirohiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Konishi, Jumpei Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Maruta, Keiichi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Kataoka, Minoru Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Morisaki, Masafumi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.1 Appoint Alternate Statutory Auditor Yukino, Seiji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Retirement Bonus Payment for Mgmt For Against Directors Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Kyodo Printing Co.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 7914
Primary ISIN: JP3252800002 Primary SEDOL: 6498308
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Kyodo Printing Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Miyoshi, Mikio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Shimizu, Ichiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Osawa, Haruo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Hitomi, Minoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Ido, Kazuyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Okubo, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Saito, Fumitaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Imamura, Toshio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Watanabe, Hidenori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Satomura, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 126 of 305
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Kyodo Printing Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.13 Elect Director Kumii, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Ogasawara, Makoto Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Miyagi, Tadao Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.3 Appoint Statutory Auditor Kumon, Takashi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
KYORIN Holdings Inc
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 4569
Primary ISIN: JP3247090008 Primary SEDOL: B0YZFP0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Miyashita, Mitsutomo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Matsumoto, Tomiharu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Ogihara, Yutaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Komuro, Masakatsu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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KYORIN Holdings Inc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.7 Elect Director Ogihara, Shigeru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Kajino, Kunio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.11 Elect Director Takahashi, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Kyowa Leather Cloth Co. Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 3553
Primary ISIN: JP3256400007 Primary SEDOL: 6499505
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Yamazaki, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Horie, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sezaki, Shoji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Fujisaka, Kazuyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Masuda, Yoji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Kyowa Leather Cloth Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.7 Elect Director Kawabata, Kazuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Sawane, Satoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Oishi, Nobuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Nakamura, Naoyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Maejima, Noritaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Amano, Toshiki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Yokohori, Yoichi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Masui, Keiji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Hirai, Tetsuro Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.4 Appoint Statutory Auditor Yamada, Yoshinori Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Approve Retirement Bonus Payment for Mgmt For Against Directors and Statutory Auditor Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Page 129 of 305
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Kyudenko Corp.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 1959
Primary ISIN: JP3247050002 Primary SEDOL: 6499969
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Ino, Seiki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Higaki, Hironori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Yamashita, Yukiharu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Takei, Hideki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Ishibashi, Kazuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Maeda, Keiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Jono, Masaaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Kitamura, Kunihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.11 Elect Director Kitagawa, Tadatsugu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 130 of 305
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Kyudenko Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.12 Elect Director Watanabe, Akiyoshi Mgmt For Against
Voter Rationale:
Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
2 Appoint Statutory Auditor Furukawa, Hidehiro Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Leopalace21 Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8848
Primary ISIN: JP3167500002 Primary SEDOL: 6598424
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Miyama, Tadahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Sekiya, Yuzuru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Tajiri, Kazuto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Miike, Yoshikazu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Harada, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Takeda, hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 131 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Leopalace21 Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.8 Elect Director Taya, Tetsuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Life Corp.
Meeting Date: 05/28/2015 Country: Japan Meeting Type: Annual Ticker: 8194
Primary ISIN: JP3966600003 Primary SEDOL: 6515821
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Namiki, Toshiaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Yuki, Hideki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Uchida, Ryoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Sumino, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Morishita, Tomehisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Tsutsumi, Hayuru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Yamamoto, Kenshi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Life Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.2 Appoint Statutory Auditor Hamahira, Junichi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Retirement Bonus Payment for Mgmt For Against Directors and Statutory Auditor Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Maezawa Kasei Industries Co. Ltd.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 7925
Primary ISIN: JP3860250004 Primary SEDOL: 6559476
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Yashiro, Tadashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sumitomo, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kubo, Junichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Ito, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Makita Corp.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 6586
Primary ISIN: JP3862400003 Primary SEDOL: 6555805
Page 133 of 305
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Makita Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Torii, Tadayoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kato, Tomoyasu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Niwa, Hisayoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Tomita, Shinichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kaneko, Tetsuhisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Aoki, Yoji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Ota, Tomoyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Goto, Munetoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Tsuchiya, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Yoshida, Masaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 134 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Makita Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Marubeni Corp.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 8002
Primary ISIN: JP3877600001 Primary SEDOL: 6569464
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Akiyoshi, Mitsuru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Yamazoe, Shigeru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Iwasa, Kaoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Kawai, Shinji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Matsumura, Yukihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Minami, Hikaru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Terakawa, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 135 of 305
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Marubeni Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.10 Elect Director Takahara, Ichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2 Appoint Statutory Auditor Kuzume, Kaoru Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Marubun Co.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 7537
Primary ISIN: JP3877500003 Primary SEDOL: 6526500
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Iwamoto, Kazuaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Fujino, Satoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Aihara, Shuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Retirement Bonus Payment for Director Mgmt For Against and Statutory Auditors Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Marudai Food Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 2288
Primary ISIN: JP3876400007 Primary SEDOL: 6569442
Page 136 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Marudai Food Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Kato, Keiichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Kuramori, Yoshio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Sawada, Yasushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kato, Nobuyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Chiba, Shigeyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Fukiage, Wataru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Shimazu, Susumu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Okudaira, Takuji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Marui Group Co. Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 8252
Primary ISIN: JP3870400003 Primary SEDOL: 6569527
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Marui Group Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Okajima, Etsuko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sato, Motohiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Nakamura, Masao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Ishii, Tomo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Matsui Construction Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 1810
Primary ISIN: JP3863600007 Primary SEDOL: 6572440
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Amend Articles to Authorize Public Mgmt For Against Announcements in Electronic Format - Authorize Share Buybacks at Board's Discretion
Voter Rationale:
Changes in company's by-laws should not result in the erosion of shareholder rights.
4 Appoint Alternate Statutory Auditor Ishizaka, Mgmt For Against Fumito Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 138 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Mazda Motor Corp.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 7261
Primary ISIN: JP3868400007 Primary SEDOL: 6900308
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Harada, Yuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Nakamine, Yuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Inamoto, Nobuhide Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Medipal Holdings Corp
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 7459
Primary ISIN: JP3268950007 Primary SEDOL: 6782090
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Yoda, Toshihide Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sakon, Yuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Chofuku, Yasuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 139 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Medipal Holdings Corp
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Hasegawa, Takuro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Watanabe, Shinjiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Orime, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Kise, Akira Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Hirasawa, Toshio Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Meidensha Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6508
Primary ISIN: JP3919800007 Primary SEDOL: 6575900
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Masaki, Kozo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Yamamoto, Koichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Miida, Takeshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 140 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Meidensha Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Sugii, Mamoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Machimura, Tadayoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Kuramoto, Masamichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Takenaka, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Takada, Kazuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Meiji Holdings Co Ltd
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 2269
Primary ISIN: JP3918000005 Primary SEDOL: B60DQV3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Hirahara, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Saza, Michiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Shiozaki, Koichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 141 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Meiji Holdings Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Furuta, Jun Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Iwashita, Shuichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Kawamura, Kazuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Kobayashi, Daikichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Meitec Corp.
Meeting Date: 06/18/2015 Country: Japan Meeting Type: Annual Ticker: 9744
Primary ISIN: JP3919200000 Primary SEDOL: 6576356
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Yoneda, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Nakajima, Kiyomasa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Uemura, Masato Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Nagasaka, Hidenori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 142 of 305
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Meitec Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.6 Elect Director Ogasawara, Akiyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Rokugo, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Meiwa Estate Co., Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8869
Primary ISIN: JP3920850009 Primary SEDOL: 6562388
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Mizuno, Yusuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kakizaki, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Yoshizawa, Shunsuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Nagao, Yawara Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Retirement Bonus Payment for Mgmt For Against Statutory Auditor Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Page 143 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Minebea Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6479
Primary ISIN: JP3906000009 Primary SEDOL: 6642406
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Amend Articles to Amend Business Lines - Mgmt For Against Reduce Directors' Term - Indemnify Directors - Indemnify Statutory Auditors - Authorize Board to Determine Income Allocation Voter Rationale:
Changes in company's by-laws should not result in the erosion of shareholder rights.
3.2 Elect Director Katogi, Hiroharu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Yajima, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Fujita, Hirotaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Konomi, Daishiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Uchibori, Tamio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Iwaya, Ryozo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director None, Shigeru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Matsuoka, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 144 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Mirait Holdings Corp
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 1417
Primary ISIN: JP3910620008 Primary SEDOL: B64KR62
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Elect Director Sakashita, Keisuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Mitsubishi Corp.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 8058
Primary ISIN: JP3898400001 Primary SEDOL: 6596785
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Nakahara, Hideto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Yanai, Jun Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kinukawa, Jun Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Miyauchi, Takahisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Uchino, Shuma Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 145 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Mitsubishi Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.8 Elect Director Mori, Kazuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Hirota, Yasuhito Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Tsukuda, Kazuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Konno, Hidehiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.14 Elect Director Nishiyama, Akihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Mitsubishi Electric Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6503
Primary ISIN: JP3902400005 Primary SEDOL: 6597045
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.9 Elect Director Miki, Shigemitsu Mgmt For Against
Voter Rationale:
Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mitsubishi Gas Chemical Co. Inc.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 4182
Primary ISIN: JP3896800004 Primary SEDOL: 6596923
Page 146 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Mitsubishi Gas Chemical Co. Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Sugita, Katsuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Kawa, Kunio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Yamane, Yoshihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Hayashi, Katsushige Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Jono, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Inamasa, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Sato, Yasuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Fujii, Masashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.11 Elect Director Nihei, Yoshimasa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.1 Appoint Statutory Auditor Oya, Kunio Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 147 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Mitsubishi Gas Chemical Co. Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Appoint Statutory Auditor Kimura, Takashi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.3 Appoint Statutory Auditor Matsuyama, Yasuomi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mitsubishi Materials Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 5711
Primary ISIN: JP3903000002 Primary SEDOL: 6597089
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kato, Toshinori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Hamaji, Akio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Iida, Osamu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Ono, Naoki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Shibano, Nobuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 148 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Mitsubishi Motors Corp.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 7211
Primary ISIN: JP3899800001 Primary SEDOL: 6598446
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Harunari, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Nakao, Ryugo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Uesugi, Gayu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Aoto, Shuichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Tabata, Yutaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Hattori, Toshihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Izumisawa, Seiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Ando, Takeshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Sasaki, Mikio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 149 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Mitsubishi Motors Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.13 Elect Director Miyanaga, Shunichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.14 Elect Director Niinami, Takeshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Nakamura, Yoshikazu Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mitsubishi Steel Mfg. Co. Ltd.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 5632
Primary ISIN: JP3900800008 Primary SEDOL: 6597205
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Sato, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Takashima, Masayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Hishikawa, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Sekine, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Amano, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 150 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Mitsubishi Steel Mfg. Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.7 Elect Director Takayama, Jun Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Iizuka, Yasuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Yora, Toshiaki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Hayasaka, Yoshihiro Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mitsubishi Tanabe Pharma Corp.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 4508
Primary ISIN: JP3469000008 Primary SEDOL: 6870984
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kobayashi, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Ishizaki, Yoshiaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Murakami, Seiichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Tabaru, Eizo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 151 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Mitsubishi Tanabe Pharma Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Appoint Statutory Auditor Fujisawa, Koichi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Iechika, Masanao Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Nishida, Takashi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mitsubishi UFJ Lease & Finance Co.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8593
Primary ISIN: JP3499800005 Primary SEDOL: 6268976
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Sakata, Yasuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Takahashi, Tatsuhisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Kobayakawa, Hideki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Sato, Naoki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Kasuya, Tetsuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 152 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Mitsubishi UFJ Lease & Finance Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.8 Elect Director Aoki, Katsuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Yamashita, Hiroto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Nonoguchi, Tsuyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.11 Elect Director Minoura, Teruyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.12 Elect Director Hiromoto, Yuichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.13 Elect Director Kuroda, Tadashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. Furthermore, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
1.14 Elect Director Inomata, Hajime Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.15 Elect Director Haigo, Toshio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.1 Appoint Statutory Auditor Yamauchi, Kazuhide Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.2 Appoint Statutory Auditor Tokumitsu, Shoji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 153 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Mitsui Chemicals Inc.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 4183
Primary ISIN: JP3888300005 Primary SEDOL: 6597368
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Omura, Yasuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Koshibe, Minoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kubo, Masaharu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Ayukawa, Akio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Isayama, Shigeru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Ueki, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Nawa, Yasushi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Matsuda, Hiromu Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Nishio, Hiroki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 154 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Mitsui Fudosan Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8801
Primary ISIN: JP3893200000 Primary SEDOL: 6597603
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Appoint Statutory Auditor Asai, Hiroshi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mitsui High-tec Inc.
Meeting Date: 04/16/2015 Country: Japan Meeting Type: Annual Ticker: 6966
Primary ISIN: JP3892400007 Primary SEDOL: 6597432
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Appoint Statutory Auditor Suzuki, Yoshiki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.3 Appoint Statutory Auditor Nakashima, Teruhisa Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3 Approve Retirement Bonus Payment for Director Mgmt For Against and Statutory Auditor Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Mitsui Home Co. Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 1868
Primary ISIN: JP3893800007 Primary SEDOL: 6599397
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Mitsui Home Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Hase, Yutaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Kiyono, Hideki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Yamamoto, Minoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Mitsui, Senji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Nakamura, Kenichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Retirement Bonus Payment for Mgmt For Against Directors Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Mitsui O.S.K. Lines Ltd.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 9104
Primary ISIN: JP3362700001 Primary SEDOL: 6597584
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Nagata, Kenichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Mitsui O.S.K. Lines Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Tanabe, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Takahashi, Shizuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Hashimoto, Takeshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Komura, Takeshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Mitsui-Soko Holdings Co., Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 9302
Primary ISIN: JP3891200002 Primary SEDOL: 6597647
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Ikari, Makoto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Nakaya, Yukihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Nakayama, Nobuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Mitsui-Soko Holdings Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Ogawa, Ryoji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Koga, Hirobumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Sato, Seiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Uchida, Kazunari Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Mizuho Financial Group Inc.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 8411
Primary ISIN: JP3885780001 Primary SEDOL: 6591014
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Amend Articles to Allow Shareholders to Submit SH Against For Income Allocation Proposals Voter Rationale: A vote FOR this proposal is warranted as the ability to submit alternate income allocation proposals will hold management accountable for efficient capital allocation and restore the right removed when the company adopted the board with three committee structure.
3 Amend Articles to Require Company to Urge SH Against For Subsidiaries Owning Shares in Allied Firms to Vote Shares Appropriately Voter Rationale: A vote FOR this shareholder proposal is recommended because constructive, well-considered voting serves the interests of both the shareholder and the portfolio company.
Mochida Pharmaceutical Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4534
Primary ISIN: JP3922800002 Primary SEDOL: 6598004
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Mochida Pharmaceutical Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Aoki, Makoto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kono, Yoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sagisaka, Keiichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Sakata, Chu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Karasawa, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Hirata, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Nakamura, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Sakaki, Junichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Mizuguchi, Kiyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Morinaga Milk Industry Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 2264
Primary ISIN: JP3926800008 Primary SEDOL: 6602648
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Noguchi, Junichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kobayashi, Hachiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Aoyama, Kazuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Okawa, Teiichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Tamura, Masaru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Onuki, Yoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Minato, Tsuyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Yoneda, Takatomo Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Murakami Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 7292
Primary ISIN: JP3914200005 Primary SEDOL: 6610232
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Tomino, Fumio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Yoshimura, Katsuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Okuno, Masaharu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Murakami, Eiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Mochizuki, Yoshito Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Okimoto, Mitoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Ishibashi, Mitsuhiro Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Murata Manufacturing Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6981
Primary ISIN: JP3914400001 Primary SEDOL: 6610403
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Murata Manufacturing Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Inoue, Toru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Nakajima, Norio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Iwatsubo, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Takemura, Yoshito Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Ishino, Satoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
NAFCO CO. LTD.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 2790
Primary ISIN: JP3651160008 Primary SEDOL: 6712815
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Fukamachi, Tadashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Ishida, Yoshiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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NAFCO CO. LTD.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Takano, Masamitsu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Fukamachi, Keiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Nakamura, Katsuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Fujita, Tatsuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Kishimoto, Junzo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Masumoto, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Takase, Toshio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Mabuchi, Yuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Fukumoto, Osamu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.14 Elect Director Kimura, Moriyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.15 Elect Director Suematsu, Yasuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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NAFCO CO. LTD.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Retirement Bonus Payment for Director Mgmt For Against
Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Nagano Bank
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 8521
Primary ISIN: JP3648300006 Primary SEDOL: 6636692
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Iwadare, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Shimizu, Akio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Maruyama, Yoshinari Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Uchikawa, Hirofumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Nishizawa, Hitoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Nakano Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 1827
Primary ISIN: JP3643600004 Primary SEDOL: 6620844
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Nakano Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Oshima, Yoshikazu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Elect Director Asai, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Hattori, Satoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Tanada, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Yamaya, Kohei Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Namura Shipbuilding Co. Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 7014
Primary ISIN: JP3651400008 Primary SEDOL: 6621063
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Rikitake, Mitsuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Ikebe, Yoshihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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NATORI CO LTD
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 2922
Primary ISIN: JP3651060000 Primary SEDOL: 6182054
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Natori, Yuichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Dejima, Nobuomi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Kobayashi, Makoto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Yamagata, Tadashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Kitami, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Nishimura, Yutaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Okazaki, Masanori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Nakao, Masao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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ND Software Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 3794
Primary ISIN: JP3165810007 Primary SEDOL: B0WD3M9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Retirement Bonus Payment for Director Mgmt For Against
Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
NDS Co., Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 1956
Primary ISIN: JP3738200009 Primary SEDOL: 6640392
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Saito, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Inoue, Kazuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Abe, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Sato, Kaneyasu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Ochiai, Masashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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NDS Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.7 Elect Director Mori, Hidetoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Sato, Nobuhisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Mochizuki, Akihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Honda, Ryutaro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Fujimoto, Kazuhisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
NGK Spark Plug Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 5334
Primary ISIN: JP3738600000 Primary SEDOL: 6619604
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Oshima, Takafumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Shibagaki, Shinji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Kawajiri, Shogo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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NGK Spark Plug Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.5 Elect Director Nakagawa, Takeshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Okawa, Teppei Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Okuyama, Masahiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Kawai, Takeshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Yasui, Kanemaru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2 Appoint Statutory Auditor Mizuno, Fumio Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
NH Foods Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 2282
Primary ISIN: JP3743000006 Primary SEDOL: 6640767
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Hata, Yoshihide Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kawamura, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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NH Foods Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Okoso, Hiroji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Inoue, Katsumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Shinohara, Kazunori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Kito, Tetsuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Takamatsu, Hajime Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Appoint Statutory Auditor Nishihara, Koichi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.4 Appoint Statutory Auditor Iwasaki, Atsushi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale:
Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Nichiha Corp.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 7943
Primary ISIN: JP3662200009 Primary SEDOL: 6638331
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Mukasa, Koji Mgmt For Against
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Nichiha Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Nanko, Tadashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kodama, Kenetsu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Yoshida, Yasunori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kochi, Kazuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kojima, Kazuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Yasui, Kanemaru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Shibata, Yoshihiro Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Nichi-Iko Pharmaceutical Co. Ltd.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 4541
Primary ISIN: JP3687200000 Primary SEDOL: 6639903
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Kongoji, Toshinori Mgmt For Against
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Nichi-Iko Pharmaceutical Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Urayama, Shuko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Akane, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kawakami, Taizan Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Yoshikawa, Takahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Inasaka, Noboru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Takagi, Shigeo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Sakai, Hideki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Nidec Corp.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 6594
Primary ISIN: JP3734800000 Primary SEDOL: 6640682
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Nidec Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.13 Elect Director Ishida, Noriko Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Nifco Inc.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 7988
Primary ISIN: JP3756200006 Primary SEDOL: 6639163
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Fukawa, Kiyohiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Nintendo Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 7974
Primary ISIN: JP3756600007 Primary SEDOL: 6639550
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Takeda, Genyo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Miyamoto, Shigeru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Nintendo Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Kimishima, Tatsumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Takahashi, Shigeyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Yamato, Satoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Tanaka, Susumu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Takahashi, Shinya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Shinshi, Hirokazu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Nippo Corp.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 1881
Primary ISIN: JP3750200002 Primary SEDOL: 6640789
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Yamagata, Yukio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Yokoyama, Shigeru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Nippo Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.5 Elect Director Ishikawa, Koichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Terabun, Junichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Takahashi, Akitsugu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Yoshikawa, Yoshikazu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Kimura, Yasushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Kimura, Tsutomu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Nippon Chemical Industrial Co. Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 4092
Primary ISIN: JP3691600005 Primary SEDOL: 6640314
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Tanahashi, Hirota Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Yamazaki, Nobuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Nippon Chemical Industrial Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.5 Elect Director Kinoshita, Masayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Eguchi, Yukio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Nippon Chemi-Con Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6997
Primary ISIN: JP3701200002 Primary SEDOL: 6640358
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Kakizaki, Noriaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Minegishi, Yoshifumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Shiraishi, Shuichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Komparu, Toru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Takahashi, Hideaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Aida, Toyoji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Nippon Chemi-Con Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Appoint Alternate Statutory Auditor Kanaida, Mgmt For Against Katsuji Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Nippon Fine Chemical Co. Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 4362
Primary ISIN: JP3720000003 Primary SEDOL: 6641298
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Kawabayashi, Masanobu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Ohashi, Yukihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Fukase, Shinichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Yano, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kinomura, Keisuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Suzuki, Kazunobu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Ogiso, Masaya Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Nippon Fine Chemical Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Appoint Statutory Auditor Horie, Kiyoshi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Nippon Hume Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 5262
Primary ISIN: JP3745800007 Primary SEDOL: 6641265
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Toyoguchi, Naoki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Endo, Hirokuni Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Asazuma, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Masubuchi, Tomoyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Ohashi, Masataka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Urakami, Katsuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 178 of 305
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Nippon Konpo Unyu Soko Co. Ltd.
Meeting Date: 06/29/2015 Country: Japan Meeting Type: Annual Ticker: 9072
Primary ISIN: JP3709600005 Primary SEDOL: 6642202
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5.2 Elect Director Kuroiwa, Keita Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5.3 Elect Director Nagaoka, Toshimi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5.4 Elect Director Kurisu, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5.5 Elect Director Sano, Yasuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5.6 Elect Director Kawaguchi, Toshiaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5.7 Elect Director Matsuda, Yasunori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Nippon Paint Holdings Co., Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4612
Primary ISIN: JP3749400002 Primary SEDOL: 6640507
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Nishijima, Kanji Mgmt For Against
Page 179 of 305
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Nippon Paint Holdings Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Minami, Manabu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Goh Hup Jin Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Nippon Paper Industries co., Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 3863
Primary ISIN: JP3721600009 Primary SEDOL: B8B8PJ2
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Marukawa, Shuhei Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Yamasaki, Kazufumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Utsumi, Akihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Nozawa, Toru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 180 of 305
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Nippon Paper Industries co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.7 Elect Director Fujimori, Hirofumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale:
Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Nippon Seisen Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 5659
Primary ISIN: JP3721800005 Primary SEDOL: 6642547
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Kishiki, Masahiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Taga, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Akita, Yasuaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Tachibana, Kazuto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Hanai, Takeshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Seki, Kimihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 181 of 305
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Nippon Seisen Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.1 Appoint Statutory Auditor Sumitomo, Kiyoshi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Hanawa, Hiroshi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Appoint Alternate Statutory Auditor Ito, Shimpei Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
6 Approve Retirement Bonus Payment for Director Mgmt For Against
Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Nippon Shokubai Co. Ltd.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 4114
Primary ISIN: JP3715200006 Primary SEDOL: 6470588
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Nishii, Yasuhito Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Yamamoto, Haruhisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Yamamoto, Masao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Takahashi, Yojiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 182 of 305
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Nippon Shokubai Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.6 Elect Director Goto, Yujiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Maruo, Taizo Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Arita, Yoshihiro Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.4 Appoint Statutory Auditor Oba, Kunimitsu Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Nippon Signal Co. Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 6741
Primary ISIN: JP3716000009 Primary SEDOL: 6642525
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.1 Appoint Statutory Auditor Kawada, Shoji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Yoshikawa, Yukio Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.3 Appoint Statutory Auditor Tsunashima, Tsutomu Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Nippon Steel & Sumitomo Metal Corp.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 5401
Primary ISIN: JP3381000003 Primary SEDOL: 6642569
Page 183 of 305
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Nippon Steel & Sumitomo Metal Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.1 Elect Director Muneoka, Shoji Mgmt For Against
Voter Rationale: The nominee should be held responsible for the company's continued failure to put its poison pill renewal to a vote.
4.2 Elect Director Shindo, Kosei Mgmt For Against
Voter Rationale: The nominee should be held responsible for the company's continued failure to put its poison pill renewal to a vote.
4.3 Elect Director Higuchi, Shinya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.4 Elect Director Ota, Katsuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.5 Elect Director Miyasaka, Akihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.6 Elect Director Yanagawa, Kinya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.7 Elect Director Sakuma, Soichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.8 Elect Director Saeki, Yasumitsu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.9 Elect Director Morinobu, Shinji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.10 Elect Director Iwai, Ritsuya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 184 of 305
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Nippon Steel & Sumitomo Metal Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.11 Elect Director Nakata, Machi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.12 Elect Director Tanimoto, Shinji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.13 Elect Director Otsuka, Mutsutake Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Appoint Statutory Auditor Takeuchi, Yutaka Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Nippon Suisan Kaisha Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 1332
Primary ISIN: JP3718800000 Primary SEDOL: 6640927
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Koike, Kunihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Matono, Akiyo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Sekiguchi, Yoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Oki, Shinsuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 185 of 305
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Nippon Suisan Kaisha Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.6 Elect Director Takahashi, Seiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Yamamoto, Shinya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Kinoshita, Keishiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2 Appoint Statutory Auditor Sato, Koki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Nippon Synthetic Chemical Industry Co. Ltd.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 4201
Primary ISIN: JP3710000005 Primary SEDOL: 6643540
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Mori, Tomoyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Takahashi, Keiichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Takada, Kazunori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Wada, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 186 of 305
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Nippon Synthetic Chemical Industry Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Waga, Masayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Urabe, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Nippon Telegraph & Telephone Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 9432
Primary ISIN: JP3735400008 Primary SEDOL: 6641373
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Elect Director Hiroi, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Kosaka, Kiyoshi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Ide, Akiko Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.3 Appoint Statutory Auditor Tomonaga, Michiko Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.4 Appoint Statutory Auditor Ochiai, Seiichi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.5 Appoint Statutory Auditor Iida, Takashi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 187 of 305
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Nippon Thompson Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6480
Primary ISIN: JP3739400004 Primary SEDOL: 6643562
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Kondo, Toshio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Hattori, Shinichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Tanaka, Kazuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Akimoto, Toshitaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kimura, Toshinao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Miura, Toshio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Shimomura, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Yoneda, Michio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Okajima, Toru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 188 of 305
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Nippon Thompson Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Appoint Statutory Auditor Suzuki, Ichio Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Ishibe, Kenji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Saito, Satoshi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
5 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale:
Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Nippon Yusen K.K.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 9101
Primary ISIN: JP3753000003 Primary SEDOL: 6643960
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Tazawa, Naoya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Mizushima, Kenji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Nagasawa, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Chikaraishi, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Nippon Yusen K.K.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.7 Elect Director Samitsu, Masahiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Maruyama, Hidetoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Oshika, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Ogasawara, Kazuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.13 Elect Director Yoshida, Yoshiyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Wasaki, Yoko Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Mita, Toshio Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Appoint Alternate Statutory Auditor Matsui, Mgmt For Against Michio Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Nipro Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8086
Primary ISIN: JP3673600007 Primary SEDOL: 6641599
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Yogo, Takehito Mgmt For Against
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Nipro Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Nishikawa Rubber
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 5161
Primary ISIN: JP3657550004 Primary SEDOL: 6646862
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Yamamoto, Fumiharu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Kodama, Shoso Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Fukuoka, Yoshitomo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kataoka, Nobukazu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Nishikawa, Yasuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Yoneyama, Shoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Marume, Yoshihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Nishikawa Rubber
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.9 Elect Director Sasaki, Masaharu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Naito, Makoto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Kyomoto, Keiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Ogawa, Hideki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.14 Elect Director Yamamoto, Junichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.2 Appoint Statutory Auditor Kurata, Osamu Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Nishi-Nippon City Bank Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8327
Primary ISIN: JP3658000009 Primary SEDOL: 6639721
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Isoyama, Seiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kawamoto, Soichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Nishi-Nippon City Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Urayama, Shigeru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Takata, Kiyota Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Ishida, Yasuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Irie, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Hirota, Shinya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Murakami, Hideyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Sadano, Toshihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Uriu, Michiaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Ino, Seiji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Tanaka, Yuji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Nissan Motor Co. Ltd.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 7201
Primary ISIN: JP3672400003 Primary SEDOL: 6642860
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Saikawa, Hiroto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Shiga, Toshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Greg Kelly Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Sakamoto, Hideyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Matsumoto, Fumiaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Nakamura, Kimiyasu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Jean-Baptiste Duzan Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Bernard Rey Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Stock Appreciation Rights Plan for Mgmt For Against Directors Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
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Nissan Tokyo Sales Holdings Co., Ltd.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 8291
Primary ISIN: JP3587800008 Primary SEDOL: 6895749
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Tanaka, Toshiharu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Togawa, Takahiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Nishimura, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Murai, Keiichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Endo, Ken Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Kawaguchi, Masaaki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Nissha Printing Co. Ltd.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 7915
Primary ISIN: JP3713200008 Primary SEDOL: 6641986
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Hashimoto, Takao Mgmt For Against
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Nissha Printing Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Nishihara, Hayato Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Tsuji, Yoshiharu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kubota, Tamio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kojima, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Nisshin Fudosan Co. Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 8881
Primary ISIN: JP3677900007 Primary SEDOL: 6259345
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Sakairi, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Kamiyama, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Retirement Bonus Payment for Mgmt For Against Statutory Auditors Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
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NISSHIN OILLIO GROUP LTD
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 2602
Primary ISIN: JP3677200002 Primary SEDOL: 6641049
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Seto, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Ishigami, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Fujii, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Ogami, Hidetoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Yoshida, Nobuaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kuno, Takahisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Kayanoma, Shoji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Nisshin Steel Co., Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 5413
Primary ISIN: JP3676200003 Primary SEDOL: B89C2N9
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Nisshin Steel Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Nariyoshi, Yukio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Mizumoto, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Miyakusu, Katsuhisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Minami, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Uchida, Yukio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Sasaki, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Tanaka, Hideo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Miyoshi, Nobuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Nittetsu Mining Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 1515
Primary ISIN: JP3680800004 Primary SEDOL: 6641027
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Nittetsu Mining Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Noguchi, Yoshifumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Matsunaga, Jun Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Koyama, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kawamura, Hideo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Yamasaki, Shinya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Nitto Kogyo Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6651
Primary ISIN: JP3682400001 Primary SEDOL: 6643283
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Matsushita, Takayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kurono, Toru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 199 of 305
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Nitto Kogyo Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Ochiai, Moto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Nakajima, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Koide, Yukihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
NOK Corp.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 7240
Primary ISIN: JP3164800009 Primary SEDOL: 6642428
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Doi, Kiyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Iida, Jiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kuroki, Yasuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Watanabe, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Tsuru, Tetsuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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NOK Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.7 Elect Director Kobayashi, Toshifumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Nomura Real Estate Holdings, Inc.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 3231
Primary ISIN: JP3762900003 Primary SEDOL: B1CWJM5
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Approve Aggregate Compensation Ceiling and Mgmt For Against Deep Discount Stock Option Plan for Directors Who Are Not Audit Committee Members
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
North Pacific Bank Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 8524
Primary ISIN: JP3843400007 Primary SEDOL: B7VKZP7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Appoint Statutory Auditor Tachikawa, Hiroshi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Page 201 of 305
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NTT Data Corp.
Meeting Date: 06/17/2015 Country: Japan Meeting Type: Annual Ticker: 9613
Primary ISIN: JP3165700000 Primary SEDOL: 6125639
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Iwamoto, Toshio Mgmt For Against
Voter Rationale: Top management is responsible for the board composition at the controlled company which does not include at least two independent outsiders. We encourage the company to seek genuinely independent external directors.
3.2 Elect Director Kurishima, Satoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Shiina, Masanori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Homma, Yo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Sagae, Hironobu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Ueki, Eiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Nishihata, Kazuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Iwai, Toshio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Okamoto, Yukio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 202 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
NTT Data Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.10 Elect Director Takaoka, Hiromasa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Yamaguchi, Tetsuro Mgmt For Against
Voter Rationale: The outside statutory auditor nominee's affiliation with the company could compromise independence.
NTT DoCoMo Inc.
Meeting Date: 06/18/2015 Country: Japan Meeting Type: Annual Ticker: 9437
Primary ISIN: JP3165650007 Primary SEDOL: 6129277
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Appoint Statutory Auditor Shiotsuka, Naoto Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Okihara, Toshimune Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Obayashi Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 1802
Primary ISIN: JP3190000004 Primary SEDOL: 6656407
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Harada, Shozo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 203 of 305
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Obayashi Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Sugiyama, Nao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Tsuchiya, Kozaburo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Kishida, Makoto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Miwa, Akihisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Shibata, Kenichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Hasuwa, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Equity Compensation Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Obayashi Road Corp.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 1896
Primary ISIN: JP3190400006 Primary SEDOL: 6656441
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Tsubochi, Takuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 204 of 305
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Obayashi Road Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Hamada, Michihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Yamauchi, Yorimichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Saito, Katsumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Sato, Toshimi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Ohashi Technica
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 7628
Primary ISIN: JP3173100003 Primary SEDOL: 6207957
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kobayashi, Shoichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Toyoda, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Nakamura, Yoshiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Hirose, Masaya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 205 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Ohashi Technica
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale:
Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Oita Bank Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 8392
Primary ISIN: JP3175200009 Primary SEDOL: 6657541
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Shimizu, Nobuhide Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Goto, Tomiichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Kodama, Masaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kikuguchi, Kunihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Tanaka, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Okuma Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6103
Primary ISIN: JP3172100004 Primary SEDOL: 6657789
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Okuma Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Mori, Yoshihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Ryoki, Masato Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Ito, Masamichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Horie, Chikashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Ieki, Atsushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kitagawa, Katsuyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Yamamoto, Takeshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Ishimaru, Osamu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Okaya, Tokuichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Maeba, Yoshinobu Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 207 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Oriental Land Co.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4661
Primary ISIN: JP3198900007 Primary SEDOL: 6648891
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Irie, Norio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Takano, Yumiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kikuchi, Yoritoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Katayama, Yuichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Yokota, Akiyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Konobe, Hirofumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Hanada, Tsutomu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Suzuki, Shigeru Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 208 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Origin Electric Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6513
Primary ISIN: JP3200400004 Primary SEDOL: 6661508
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Shinohara, Shinichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Takagi, Katsuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Genjima, Yasuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kadowaki, Masaru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Higuchi, Junichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Tozuka, Shoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Yamamoto, Seiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Takada, Tadayoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 209 of 305
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Osaka Gas Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 9532
Primary ISIN: JP3180400008 Primary SEDOL: 6661768
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Kyutoku, Hirofumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Matsuzaka, Hidetaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Setoguchi, Tetsuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Ikejima, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Fujita, Masaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Ryoki, Yasuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Yano, Kazuhisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Inamura, Eiichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Fujiwara, Toshimasa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 210 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Osaka Gas Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.12 Elect Director Morishita, Shunzo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.13 Elect Director Miyahara, Hideo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Irie, Akihiko Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Hatta, Eiji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Panasonic Corp
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 6752
Primary ISIN: JP3866800000 Primary SEDOL: 6572707
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Matsushita, Masayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Yamada, Yoshihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Takami, Kazunori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Kawai, Hideaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 211 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Panasonic Corp
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.7 Elect Director Miyabe, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Ito, Yoshio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Yoshioka, Tamio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Toyama, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.11 Elect Director Ishii, Jun Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.12 Elect Director Sato, Mototsugu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.13 Elect Director Oku, Masayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.14 Elect Director Ota, Hiroko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.15 Elect Director Enokido, Yasuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.16 Elect Director Homma, Tetsuro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.17 Elect Director Tsutsui, Yoshinobu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 212 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Panasonic Corp
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Appoint Statutory Auditor Yasuhara, Hirofumi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Panasonic Information Systems Co., Ltd
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 4283
Primary ISIN: JP3867800009 Primary SEDOL: 6368768
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Okajima, Maki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Hisano, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Yoshikawa, Tatsuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Onishi, Hajime Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Maeda, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Nakagawa, Takahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 213 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Pioneer Corporation
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 6773
Primary ISIN: JP3780200006 Primary SEDOL: 6688745
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Kotani, Susumu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Okayasu, Hideki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Ono, Mikio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kawashiri, Kunio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kawamura, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Nakano, Takashige Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Appoint Statutory Auditor Wakamatsu, Hiroyuki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.1 Appoint Alternate Statutory Auditor Tsuji, Mgmt For Against Shinichi Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 214 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Prima Meat Packers Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 2281
Primary ISIN: JP3833200003 Primary SEDOL: 6703400
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Elect Director Takada, Kazuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Okudaira, Hiroyuki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Sato, Koichi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.3 Appoint Statutory Auditor Ena, Masahiko Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Recruit Holdings Co., Ltd.
Meeting Date: 06/17/2015 Country: Japan Meeting Type: Annual Ticker: 6098
Primary ISIN: JP3970300004 Primary SEDOL: BQRRZ00
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Ikeuchi, Shogo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kusahara, Shigeru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sagawa, Keiichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 215 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Recruit Holdings Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Oyagi, Shigeo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Shingai, Yasushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Retirement Bonus Payment for Director Mgmt For Against
Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
5 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Rengo Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 3941
Primary ISIN: JP3981400009 Primary SEDOL: 6732200
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Maeda, Moriaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Hasegawa, Ichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Wakamatsu, Misao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Baba, Yasuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 216 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Rengo Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.6 Elect Director Sambe, Hiromi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Ishida, Shigechika Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Kawamoto, Yosuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Inoue, Sadatoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Yokota, Mitsumasa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.11 Elect Director Hori, Hirofumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.12 Elect Director Osako, Toru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.13 Elect Director Nakano, Kenjiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.14 Elect Director Hirano, Koichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.15 Elect Director Hosokawa, Takeshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.16 Elect Director Okano, Yukio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 217 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Rengo Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Appoint Statutory Auditor Hashimoto, Kiwamu Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Ricoh Co. Ltd.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 7752
Primary ISIN: JP3973400009 Primary SEDOL: 6738220
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Elect Director Oyama, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Rinnai Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 5947
Primary ISIN: JP3977400005 Primary SEDOL: 6740582
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Hayashi, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Narita, Tsunenori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kosugi, Masao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 218 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Rinnai Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.6 Elect Director Kondo, Yuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Rohto Pharmaceutical Co. Ltd.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 4527
Primary ISIN: JP3982400008 Primary SEDOL: 6747367
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Yoshida, Akiyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Lekh Raj Juneja Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Kambara, Yoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Kimura, Masanori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Kunisaki, Shinichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Masumoto, Takeshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Saito, Masaya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 219 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Rohto Pharmaceutical Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.10 Elect Director Yamada, Yasuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Ryohin Keikaku Co. Ltd.
Meeting Date: 05/20/2015 Country: Japan Meeting Type: Annual Ticker: 7453
Primary ISIN: JP3976300008 Primary SEDOL: 6758455
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Komori, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Okazaki, Satoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Yamamoto, Yuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Shimizu, Satoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Sakai Chemical Industry Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4078
Primary ISIN: JP3312800000 Primary SEDOL: 6769402
Page 220 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Sakai Chemical Industry Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Yoshikawa, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Akamizu, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Yoshioka, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Chikada, Mitsuaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Sado, Megumu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Ide, Akihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Nakanishi, Atsuya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Okamoto, Yasuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Approve Retirement Bonus and Special Mgmt For Against Payments Related to Retirement Bonus System Abolition Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Page 221 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
San-Ai Oil Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8097
Primary ISIN: JP3323600001 Primary SEDOL: 6772808
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Tsukahara, Yukio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Magori, Yoshihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Iwata, Hirotake Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Soga, Joji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Yamashita, Tomonobu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Hayakawa, Tomoyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Matsuo, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Nakagawa, Hiroshi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Approve Retirement Bonus Payment for Director Mgmt For Against
Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
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Sawai Pharmaceutical Co., Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 4555
Primary ISIN: JP3323050009 Primary SEDOL: 6784955
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Iwasa, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Toya, Harumasa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kimura, Keiichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Kodama, Minoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Sawai, Kenzo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Tokuyama, Shinichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Secom Co. Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 9735
Primary ISIN: JP3421800008 Primary SEDOL: 6791591
Page 223 of 305
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Secom Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Iida, Makoto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Nakayama, Yasuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Anzai, Kazuaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Nakayama, Junzo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Furukawa, Kenichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Yoshida, Yasuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Fuse, Tatsuro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Seiko Epson Corp.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 6724
Primary ISIN: JP3414750004 Primary SEDOL: 6616508
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Hama, Noriyuki Mgmt For Against
Page 224 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Seiko Epson Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Inoue, Shigeki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Fukushima, Yoneharu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kubota, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Okumura, Motonori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Watanabe, Junichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Kawana, Masayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Seino Holdings Co Ltd
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 9076
Primary ISIN: JP3415400005 Primary SEDOL: 6793423
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Taguchi, Takao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 225 of 305
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Seino Holdings Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Otsuka, Shizutoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Maruta, Hidemi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Furuhashi, Harumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Kamiya, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Sekisui Chemical Co. Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 4204
Primary ISIN: JP3419400001 Primary SEDOL: 6793821
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Kubo, Hajime Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Uenoyama, Satoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Sekiguchi, Shunichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Kato, Keita Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 226 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Sekisui Chemical Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.7 Elect Director Hirai, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Senshu Ikeda Holdings Inc
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8714
Primary ISIN: JP3132600002 Primary SEDOL: B40T3T4
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5.3 Elect Director Kubota, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5.4 Elect Director Tsuji, Jiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5.5 Elect Director Tahara, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5.6 Elect Director Ukawa, Atsushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5.7 Elect Director Inoue, Motoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5.8 Elect Director Maekawa, Hirotsugu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 227 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Senshu Ikeda Holdings Inc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5.9 Elect Director Maeno, Hiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5.10 Elect Director Miyata, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5.11 Elect Director Ohashi, Taro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5.12 Elect Director Hiramatsu, Kazuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Seven & i Holdings Co Ltd
Meeting Date: 05/28/2015 Country: Japan Meeting Type: Annual Ticker: 3382
Primary ISIN: JP3422950000 Primary SEDOL: B0FS5D6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Shidax Corp. (4837)
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4837
Primary ISIN: JP3351650001 Primary SEDOL: 6338114
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Shida, Tsutomu Mgmt For Against
Page 228 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Shidax Corp. (4837)
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kawamoto, Shigeki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Wakasa, Masayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Shirata, Toyohiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Shikoku Electric Power Co. Inc.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 9507
Primary ISIN: JP3350800003 Primary SEDOL: 6804347
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Arai, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Elect Director Ihara, Michiyo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Kakinoki, Kazutaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Suezawa, Hitoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 229 of 305
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Shikoku Electric Power Co. Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.6 Elect Director Takesaki, Katsuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Tasaka, Seiichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Tamagawa, Koichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Nagai, Keisuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Harada, Masahito Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Mizobuchi, Toshihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.13 Elect Director Miyauchi, Yoshinori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.14 Elect Director Yokoi, Ikuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Shin Nippon Air Technologies Co. Ltd.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 1952
Primary ISIN: JP3380250005 Primary SEDOL: 6805920
Page 230 of 305
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Shin Nippon Air Technologies Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Usami, Takeshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Kusuda, Morio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Fuchino, Satoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Akamatsu, Keiichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Omiya, Yoshimitsu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Shimomoto, Satoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Endo, Kiyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Ichimiya, Masahisa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Jono, Tatsumi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
6 Approve Aggregate Compensation Ceilings for Mgmt For Against Directors and Statutory Auditors Voter Rationale: A vote AGAINST this proposal is warranted because financial and stock performance does not imply that the company has conducted business in the interests of shareholders.
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Shinagawa Refractories Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 5351
Primary ISIN: JP3353200003 Primary SEDOL: 6804466
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Yoshino, Ryoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Elect Director Shirayama, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Nomura, Osamu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Iida, Eiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kaneshige, Toshihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Sato, Masanori Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Shindengen Electric Mfg. Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6844
Primary ISIN: JP3377800002 Primary SEDOL: 6804541
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Sasaki, Nobuyuki Mgmt For Against
Page 232 of 305
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Shindengen Electric Mfg. Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Arahata, Yoshimitsu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Suzuki, Yoshinori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Negishi, Yasumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Horiguchi, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Yamada, Ichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Higo, Yoshiaki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Appoint Alternate Statutory Auditor Kubota, Mgmt For Against Tokitaka Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Shin-Etsu Chemical Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4063
Primary ISIN: JP3371200001 Primary SEDOL: 6804585
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Frank Peter Popoff Mgmt For Against
Voter Rationale:
Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
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Shin-Etsu Chemical Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Appoint Statutory Auditor Okada, Osamu Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Okamoto, Hiroaki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Approve Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
5 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale:
Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Shin-Etsu Polymer Co. Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 7970
Primary ISIN: JP3371600002 Primary SEDOL: 6805704
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kosaki, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Koike, Tadahiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kawamura, Yutaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Takayama, Toru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 234 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Shin-Etsu Polymer Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.8 Elect Director Deto, Toshiaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Furukawa, Mikio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Sugano, Satoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Shibata, Yasushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Hosogi, Sachihito Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Shinko Electric Industries Co. Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 6967
Primary ISIN: JP3375800004 Primary SEDOL: 6804927
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Fujimoto, Akira Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Elect Director Shimizu, Mitsuharu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. Top management is also responsible for the company's unfavorable ROE performance.
Page 235 of 305
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Shinko Electric Industries Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Toyoki, Noriyuki Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Yoda, Toshihisa Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Asano, Yoshihiro Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Takayanagi, Hidenori Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Hasebe, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
ShinMaywa Industries Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 7224
Primary ISIN: JP3384600007 Primary SEDOL: 6804488
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Kato, Mikiaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Endo, Keisuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 236 of 305
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ShinMaywa Industries Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Ishimaru, Kanji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kanaida, Shoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Isogawa, Tatsuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Yamamoto, Nobutane Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Shinsei Bank Ltd.
Meeting Date: 06/17/2015 Country: Japan Meeting Type: Annual Ticker: 8303
Primary ISIN: JP3729000004 Primary SEDOL: 6730936
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Shinsho Corp.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 8075
Primary ISIN: JP3374000002 Primary SEDOL: 6804983
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Kobayashi, Kiyofumi Mgmt For Against
Page 237 of 305
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Shinsho Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Okamoto, Toshikazu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Hirono, Yasuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Watanabe, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Tsumura, Hiroyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Onishi, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.1 Appoint Statutory Auditor Kaneko, Masaki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.2 Appoint Statutory Auditor Yoshida, Hironobu Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3 Appoint Alternate Statutory Auditor Kadowaki, Mgmt For Against Ryosaku Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Shionogi & Co., Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 4507
Primary ISIN: JP3347200002 Primary SEDOL: 6804682
Page 238 of 305
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Shionogi & Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.2 Appoint Statutory Auditor Okamoto, Akira Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Ship Healthcare Holdings Inc
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 3360
Primary ISIN: JP3274150006 Primary SEDOL: B05MTR0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Ohashi, Futoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Okimoto, Koichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Masuda, Jun Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Kobayashi, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Yokoyama, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Hosokawa, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 239 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Ship Healthcare Holdings Inc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.9 Elect Director Yamamoto, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Wada, Yoshiaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Showa Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 7274
Primary ISIN: JP3360300002 Primary SEDOL: 6805629
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Kadoya, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Hirata, Hajime Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Nagao, Takeshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Ono, Kenichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Wakiyama, Narutoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Matsumura, Tetsuya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 240 of 305
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Showa Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.8 Elect Director Ueno, Yutaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Showa Sangyo Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 2004
Primary ISIN: JP3366400004 Primary SEDOL: 6805607
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Sakuma, Jun Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Niitsuma, Kazuhiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Nakamura, Keisuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Hinokuma, Keiichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Tsuchiya, Nobuhito Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Tamai, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Yanagiya, Takashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 241 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Showa Sangyo Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Appoint Statutory Auditor Kurihara, Kazuyasu Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Appoint Alternate Statutory Auditor Takahashi, Mgmt For Against Yoshiki Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Sintokogio Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 6339
Primary ISIN: JP3378200004 Primary SEDOL: 6804626
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Hirai, Shuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Uratsuji, Ikuhisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Kuno, Tsuneyasu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Izawa, Moriyasu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Takahashi, Shinji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Taniguchi, Yatsuka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 242 of 305
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Sintokogio Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Appoint Statutory Auditor Natsume, Toshinobu Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.2 Appoint Statutory Auditor Kawakami, Kazuaki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.4 Appoint Statutory Auditor Karaki, Yasumasa Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Approve Equity Compensation Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
SKY Perfect JSAT Holdings Inc
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 9412
Primary ISIN: JP3396350005 Primary SEDOL: B1TK234
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Appoint Statutory Auditor Ogawa, Akira Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Katsushima, Toshiaki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Fujita, Tetsuya Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
SMC Corp.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 6273
Primary ISIN: JP3162600005 Primary SEDOL: 6763965
Page 243 of 305
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SMC Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Usui, Ikuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kosugi, Seiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Satake, Masahiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Takada, Yoshiki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Ohashi, Eiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Kuwahara, Osamu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Shikakura, Koichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Ogura, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Kawada, Motoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Takada, Susumu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Soda Nikka Co. Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 8158
Primary ISIN: JP3431400005 Primary SEDOL: 6818810
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Shimada, Kenichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kawanabe, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Mori, Masato Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Hayashi, Tetsuya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Miyamoto, Takahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Nishijima, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Sony Corporation
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 6758
Primary ISIN: JP3435000009 Primary SEDOL: 6821506
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Stock Option Plan Mgmt For Against
Page 245 of 305
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Sony Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Sony Financial Holdings Inc.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 8729
Primary ISIN: JP3435350008 Primary SEDOL: B249SN5
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Ishii, Shigeru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Kiyomiya, Hiroaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Hagimoto, Tomoo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Ito, Yutaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Niwa, Atsuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Kambe, Shiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Hayase, Yasuyuki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 246 of 305
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Sumitomo Bakelite Co. Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 4203
Primary ISIN: JP3409400003 Primary SEDOL: 6858504
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Terasawa, Tsuneo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Muto, Shigeki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Yamawaki, Noboru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Fujiwara, Kazuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Inagaki, Masayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Asakuma, Sumitoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Ogawa, Ikuzo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Sumitomo Chemical Co. Ltd.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 4005
Primary ISIN: JP3401400001 Primary SEDOL: 6858560
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Sumitomo Chemical Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Appoint Statutory Auditor Nagamatsu, Kenya Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.2 Appoint Statutory Auditor Yoshida, Hiroaki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Sumitomo Dainippon Pharma Co., Ltd.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 4506
Primary ISIN: JP3495000006 Primary SEDOL: 6250865
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Noguchi, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Hara, Makoto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Okada, Yoshihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Ishidahara, Masaru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Nomura, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 248 of 305
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Sumitomo Densetsu Co. Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 1949
Primary ISIN: JP3407800006 Primary SEDOL: 6858689
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.3 Elect Director Shioyama, Yukio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.4 Elect Director Kojima, Wataru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.5 Elect Director Sakazaki, Masao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.6 Elect Director Noguchi, Toru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.7 Elect Director Tsuru, Kunio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.8 Elect Director Yamasaki, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.9 Elect Director Inoue, Ikuho Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5.1 Appoint Statutory Auditor Abe, Masanori Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5.2 Appoint Statutory Auditor Uchiike, Kazuhiko Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 249 of 305
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Sumitomo Densetsu Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Approve Retirement Bonus Payment for Director Mgmt For Against and Statutory Auditors Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Sumitomo Electric Industries Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 5802
Primary ISIN: JP3407400005 Primary SEDOL: 6858708
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Elect Director Nakano, Takahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Inayama, Hideaki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Ogura, Satoru Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Sumitomo Heavy Industries, Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6302
Primary ISIN: JP3405400007 Primary SEDOL: 6858731
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Nishimura, Shinji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 250 of 305
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Sumitomo Heavy Industries, Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Takaishi, Yuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Tanaka, Toshiharu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Tomita, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kaneshige, Kazuto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Ide, Mikio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Takahashi, Susumu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Sumitomo Mitsui Financial Group, Inc.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8316
Primary ISIN: JP3890350006 Primary SEDOL: 6563024
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Appoint Statutory Auditor Mikami, Toru Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 251 of 305
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Sumitomo Osaka Cement Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 5232
Primary ISIN: JP3400900001 Primary SEDOL: 6858548
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Nakao, Masafumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Fujisue, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Suga, Yushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Mukai, Katsuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Yoshitomi, Isao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Sekine, Akio Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Sumitomo Real Estate Sales Co.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 8870
Primary ISIN: JP3409200007 Primary SEDOL: 6119449
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Iwai, Shigeto Mgmt For Against
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Sumitomo Real Estate Sales Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. It is disappointing that the company continues to maintain an all-insider board. This falls significantly short of the recommendations of the new Japan corporate governance code. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Tanaka, Toshikazu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. It is disappointing that the company continues to maintain an all-insider board. This falls significantly short of the recommendations of the new Japan corporate governance code. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Arai, Hiroshi Mgmt For Against
2.4 Elect Director Ashikawa, Kazuo Mgmt For Against
2.5 Elect Director Murai, Shinichiro Mgmt For Against
2.6 Elect Director Suzuki, Tetsuya Mgmt For Against
2.7 Elect Director Onda, Haruo Mgmt For Against
2.8 Elect Director Kato, Hiroshi Mgmt For Against
2.9 Elect Director Ito, Koji Mgmt For Against
3.1 Appoint Statutory Auditor Mori, Takenori Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Izumoto, Toshifumi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4 Approve Retirement Bonus Payment for Mgmt For Against Directors and Statutory Auditors Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Sumitomo Realty & Development Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8830
Primary ISIN: JP3409000001 Primary SEDOL: 6858902
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Sumitomo Realty & Development Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Appoint Statutory Auditor Nakamura, Yoshihumi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Suzuken Co Ltd
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 9987
Primary ISIN: JP3398000004 Primary SEDOL: 6865560
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Miyata, Hiromi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Suzuki, Nobuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Yoza, Keiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Asano, Shigeru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Ueda, Keisuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Suzuki Motor Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 7269
Primary ISIN: JP3397200001 Primary SEDOL: 6865504
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Honda, Osamu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Suzuki, Toshihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Harayama, Yasuhito Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Mochizuki, Eiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Iwatsuki, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Nagao, Masahiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Sysmex Corp
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 6869
Primary ISIN: JP3351100007 Primary SEDOL: 6883807
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Hayashi, Masayoshi Mgmt For Against
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Sysmex Corp
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Nakajima, Yukio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Tamura, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Obe, Kazuya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Watanabe, Mitsuru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Asano, Kaoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Tachibana, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Nishiura, Susumu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
T&D HOLDINGS INC.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 8795
Primary ISIN: JP3539220008 Primary SEDOL: 6744294
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Yokoyama, Terunori Mgmt For Against
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T&D HOLDINGS INC.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Matsuyama, Haruka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Tanaka, Katsuhide Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Kudo, Minoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Shimada, Kazuyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Taiheiyo Cement Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 5233
Primary ISIN: JP3449020001 Primary SEDOL: 6660204
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kurasaki, Sho Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Ogawa, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Minato, Takaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Taiheiyo Cement Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Kasamura, Hidehiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kikuchi, Ken Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Kitabayashi, Yuichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Matsushima, Shigeru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Fushihara, Masafumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Nishimura, Toshihide Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Otagaki, Keiichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Ishii, Koji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Nonaka, Takashi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Narukage, Yoshio Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Taiko Pharmaceutical Co., Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4574
Primary ISIN: JP3442200006 Primary SEDOL: B55K3G6
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Taiko Pharmaceutical Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Shibata, Hitoshi Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Shibata, Takashi Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Yoshikawa, Tomosada Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kato, Atsunori Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Moroi, Masami Mgmt For Against
Voter Rationale:
The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The boards should by 2017 establish one-third independence to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Taisho Pharmaceutical Holdings Co., Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4581
Primary ISIN: JP3442850008 Primary SEDOL: B3QX5G4
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Uehara, Shigeru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Taisho Pharmaceutical Holdings Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Ohira, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Uehara, Ken Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Fujita, Kenichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kameo, Kazuya Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Watanabe, Tetsu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Morikawa, Toshio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Uemura, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Sasaki, Yoshiaki Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Kobayashi, Kyuji Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.4 Appoint Statutory Auditor Sato, Junya Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Taiyo Yuden Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6976
Primary ISIN: JP3452000007 Primary SEDOL: 6870564
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Taiyo Yuden Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Tosaka, Shoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Nakano, Katsushige Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Tsutsumi, Seiichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Masuyama, Shinji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Takahashi, Osamu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
TAKAMATSU CONSTRUCTION GROUP
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 1762
Primary ISIN: JP3457900003 Primary SEDOL: 6083135
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Amend Articles to Reduce Directors' Term - Mgmt For Against Indemnify Directors - Indemnify Statutory Auditors - Authorize Board to Determine Income Allocation Voter Rationale:
A vote AGAINST this proposal is warranted because it is not in shareholders' interest to allow the company to determine income allocation solely at the board's discretion, and to ban shareholders from submitting their own proposals related to income allocation.
3.1 Elect Director Takamatsu, Takayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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TAKAMATSU CONSTRUCTION GROUP
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Takamatsu, Takayoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Takamatsu, Hirotaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Ueno, Yasunobu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Yoshitake, Nobuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Takasago Thermal Engineering
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 1969
Primary ISIN: JP3455200000 Primary SEDOL: 6870520
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Shima, Yasumitsu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Taniguchi, Emio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Watanabe, Junzo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Kamisugi, Keisuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Takasago Thermal Engineering
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.6 Elect Director Matsuura, Takuya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Takahara, Choichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Tabuchi, Jun Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Hara, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Yamawake, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Yabunaka, Mitoji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Yamamoto, Yukitoshi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Takashimaya Co. Ltd.
Meeting Date: 05/19/2015 Country: Japan Meeting Type: Annual Ticker: 8233
Primary ISIN: JP3456000003 Primary SEDOL: 6870401
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Koezuka, Miharu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Takashimaya Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Akiyama, Hiroaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Monda, Shinji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Takayama, Shunzo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Murata, Yoshio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Matsumoto, Yasuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Goto, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Sukino, Kenji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Muto, Eiji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Takuma Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 6013
Primary ISIN: JP3462600002 Primary SEDOL: 6870768
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Numata, Kengo Mgmt For Against
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Takuma Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Ayukawa, Daisuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Goto, Masashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Nakagawa, Masafumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Nanjo, Hiroaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Izumi, Masahiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Satake, Hiromichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Alternate Statutory Auditor Enomoto, Mgmt For Against Yasushi Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Tayca Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4027
Primary ISIN: JP3539300008 Primary SEDOL: 6880864
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Tozawa, Masaaki Mgmt For Against
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Tayca Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Nishino, Masahiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Okada, Norikatsu Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Miyazaki, Akira Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Yamada, Hiroyuki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
T-Gaia Corporation
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 3738
Primary ISIN: JP3893700009 Primary SEDOL: 6744670
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Katayama, Bumpei Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Kanaji, Nobutaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Tada, Soichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Naito, Tatsujiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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T-Gaia Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.8 Elect Director Konda, Tsuyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Koda, Yoshihiro Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Toa Road Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 1882
Primary ISIN: JP3558000000 Primary SEDOL: 6894586
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Maruo, Kazuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Kawauchi, Tadashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Morishita, Kyoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Shinya, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Mori, Shinichi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Tochigi Bank Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8550
Primary ISIN: JP3627800000 Primary SEDOL: 6893550
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Takanohashi, Kazunari Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Arai, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kuromoto, Junnosuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Inomata, Yoshifumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Shimoyama, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Nohara, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Kobayashi, Takao Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Toda Kogyo Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4100
Primary ISIN: JP3627400009 Primary SEDOL: 6893505
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Toda Kogyo Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Nakagawa, Takuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Oka, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Ohori, Hideo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
5 Approve Retirement Bonuses and Special Mgmt For Against Payments Related to Retirement Bonus System Abolition Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
6 Approve Deep Discount Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Toenec Corp.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 1946
Primary ISIN: JP3552230009 Primary SEDOL: 6895620
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Ito, Yasutaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Elect Director Okumura, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 269 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Toenec Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Saito, Hitoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Shimizu, Shigenobu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Sumida, Terutomo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Takagi, Isao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Mitsuishi, Takuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Yamauchi, Tadashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Toho Holdings Co Ltd
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8129
Primary ISIN: JP3602600003 Primary SEDOL: 6895556
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Homma, Toshio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Matsutani, Takeo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 270 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Toho Holdings Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Morikubo, Mitsuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Ogino, Mamoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kato, Katsuya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Matsutani, Takaaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Edahiro, Hiromi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Naito, Atsuko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Watanabe, Shunsuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Murayama, Shosaku Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. Furthermore, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
2.13 Elect Director Nagasawa, Toru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Matsumoto, Yoshio Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 271 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
TOKAI Holdings Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 3167
Primary ISIN: JP3552260006 Primary SEDOL: B3SF9N3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Takahashi, Shingo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Mamuro, Takanori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Mizoguchi, Hidetsugu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Takada, Masahiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Fukuda, Yasuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Suzuki, Mitsuhaya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Oguri, Katsuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Kobayashi, Kenichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Sone, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 272 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Tokio Marine Holdings, Inc.
Meeting Date: 06/29/2015 Country: Japan Meeting Type: Annual Ticker: 8766
Primary ISIN: JP3910660004 Primary SEDOL: 6513126
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Oba, Masashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Fujita, Hirokazu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Mimura, Akio Mgmt For Against
Voter Rationale:
Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
2.6 Elect Director Sasaki, Mikio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Hirose, Shinichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Ishii, Ichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Yuasa, Takayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Aggregate Compensation Ceiling for Mgmt For Against Directors and Amend Deep Discount Stock Option Plan Approved at 2006 AGM Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Page 273 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Tokyo Dome Corp.
Meeting Date: 04/28/2015 Country: Japan Meeting Type: Annual Ticker: 9681
Primary ISIN: JP3587600002 Primary SEDOL: 6496744
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Nomura, Ryusuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Nagaoka, Tsutomu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Yamazumi, Akihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Honda, Kenji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Taniguchi, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Akiyama, Tomofumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Mori, Nobuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Inoue, Yoshihisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Tsutsumi, Junichi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 274 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Tokyo Gas Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 9531
Primary ISIN: JP3573000001 Primary SEDOL: 6895448
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Hataba, Matsuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kunigo, Yutaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Mikami, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Kobayashi, Hiroaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Uchida, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Yasuoka, Satoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Nakagaki, Yoshihiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Obana, Hideaki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 275 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Tokyo Sangyo Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8070
Primary ISIN: JP3576600005 Primary SEDOL: 6894348
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Kanemaki, Yuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Ito, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Sudo, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Yoneyama, Yoshiaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Fuse, Yoshiki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kambara, Minoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Ito, Ichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Equity Compensation Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Page 276 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Toli Corporation
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 7971
Primary ISIN: JP3620600001 Primary SEDOL: 6900342
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Suzuki, Jun Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Tokushima, Hiroyasu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Amano, Hirofumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Imazaki, Yasuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Topcon Corp.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 7732
Primary ISIN: JP3630400004 Primary SEDOL: 6894241
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Sawaguchi, Shigeyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Iwasaki, Makoto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 277 of 305
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Topcon Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.4 Elect Director Fukuma, Yasufumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Taguchi, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Eto, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Akiyama, Haruhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Sudo, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.1 Appoint Statutory Auditor Kobayashi, Haruhiko Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.2 Appoint Statutory Auditor Nakamura, Hiroyuki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.3 Appoint Statutory Auditor Wakabayashi, Hiroshi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Toppan Printing Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 7911
Primary ISIN: JP3629000005 Primary SEDOL: 6897024
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Furuya, Yoshihiro Mgmt For Against
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Toppan Printing Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kumamoto, Yuichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Nagayama, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Okubo, Shinichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kakiya, Hidetaka Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Ito, Atsushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Arai, Makoto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Maro, Hideharu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Matsuda, Naoyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Sakuma, Kunio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Noma, Yoshinobu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Toppan Printing Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.14 Elect Director Sato, Nobuaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.15 Elect Director Izawa, Taro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.16 Elect Director Ezaki, Sumio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.17 Elect Director Yamano, Yasuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.18 Elect Director Kotani, Yuichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.19 Elect Director Iwase, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.20 Elect Director Yamanaka, Norio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.21 Elect Director Nakao, Mitsuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.22 Elect Director Sato, Yuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.23 Elect Director Sakai, Kazunori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.24 Elect Director Noguchi, Haruhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Toppan Printing Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.25 Elect Director Ueki, Tetsuro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.26 Elect Director Saito, Masanori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Tanoue, Seishi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Takagi, Shinjiro Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Topy Industries Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 7231
Primary ISIN: JP3630200008 Primary SEDOL: 6897121
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Higashi, Akira Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Ishii, Yasuto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kojima, Tadashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Yamamoto, Masaru Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Ogawa, Yukihiro Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Topy Industries Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Approve Aggregate Compensation Ceiling for Mgmt For Against Directors Voter Rationale: A vote AGAINST this proposal is warranted because financial and stock performance does not imply that the company has conducted business in the interests of shareholders.
Tosoh Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4042
Primary ISIN: JP3595200001 Primary SEDOL: 6900289
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Yamamoto, Toshinori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Ito, Sukehiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Uchikura, Masaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Nishizawa, Keiichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Tashiro, Katsushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Kawamoto, Koji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Yamada, Masayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Tosoh Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.9 Elect Director Murashige, Nobuaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Murata, Hiroto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Abe, Tsutomu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Inoue, Eiji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.1 Appoint Alternate Statutory Auditor Tanaka, Mgmt For Against Shinji Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Towa Bank Ltd.
Meeting Date: 06/25/2015 Country: Japan Meeting Type: Annual Ticker: 8558
Primary ISIN: JP3622400004 Primary SEDOL: 6897905
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Kabe, Hideo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Osawa, Kiyomi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Ebara, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Towa Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.5 Elect Director Sakurai, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
6 Approve Retirement Bonus and Special Mgmt For Against Payments Related to Retirement Bonus System Abolition Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Towa Pharmaceutical Co. Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 4553
Primary ISIN: JP3623150004 Primary SEDOL: 6899581
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Osawa, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Shirakawa, Toshio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Yabushita, Keiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Nishikawa, Yoshiaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Morino, Sadayuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Maeyama, Shigeru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Towa Pharmaceutical Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.8 Elect Director Konno, Kazuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Okimoto, Kazuto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Mukuta, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Naito, Yasushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Nagamura, Satoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Kurihara, Kazuo Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Minaki, Takehisa Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.3 Appoint Statutory Auditor Morino, Jitsuhiko Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.4 Appoint Statutory Auditor Mimura, Junji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Retirement Bonus Payment for Mgmt For Against Directors and Statutory Auditor Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Toyo Kohan Co. Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 5453
Primary ISIN: JP3610200002 Primary SEDOL: 6900160
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Toyo Kohan Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Yoshitake, Junichiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Miyaji, Masafumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Otsuka, Ichio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Namioka, Sadayuki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Okinaka, Ichiro Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Appoint Alternate Statutory Auditor Dairaku, Mgmt For Against Takashi Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Toyo Securities Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8614
Primary ISIN: JP3611800008 Primary SEDOL: 6900234
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Hamba, Hiroaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Kuwahara, Yoshiaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Toyo Securities Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.5 Elect Director Nawata, Masato Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Suzuki, Mahito Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Ishioka, Manabu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Toyota Motor Corp.
Meeting Date: 06/16/2015 Country: Japan Meeting Type: Annual Ticker: 7203
Primary ISIN: JP3633400001 Primary SEDOL: 6900643
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kodaira, Nobuyori Mgmt For Against
Voter Rationale: We recognise the company's moves to improve its corporate governance structure - such as board reducing its size to 12 people, as well as the value brought by the three external directors. We however believe that the board should recruit at least three genuinely independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kato, Mitsuhisa Mgmt For Against
2.5 Elect Director Sudo, Seiichi Mgmt For Against
2.6 Elect Director Terashi, Shigeki Mgmt For Against
2.7 Elect Director Hayakawa, Shigeru Mgmt For Against
2.8 Elect Director Didier Leroy Mgmt For Against
2.9 Elect Director Ijichi, Takahiko Mgmt For Against
2.10 Elect Director Uno, Ikuo Mgmt For Against
2.12 Elect Director Mark T. Hogan Mgmt For Against
3.1 Appoint Statutory Auditor Kato, Masahiro Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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Toyota Motor Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Appoint Statutory Auditor Kagawa, Yoshiyuki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
7 Amend Articles to Create Class AA Shares and Mgmt For Against Approve Issuance of Class AA Shares Voter Rationale: Following our conversations with the company, we recognise that the company needs to clearly segregate R&D budgets. Nevertheless, we do not believe that the creation of a new AA share class is the most appropriate way to achieve this and we do not believe that this is in the interests of existing minority shareholders. Also, the most effective way for management and board to ensure long-term shareholders is through the effective management of the company.
transcosmos inc.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 9715
Primary ISIN: JP3635700002 Primary SEDOL: 6900955
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale:
Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
4.1 Elect Director Okuda, Koki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.4 Elect Director Iwami, Koichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.5 Elect Director Mukai, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.6 Elect Director Moriyama, Masakatsu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.7 Elect Director Nagakura, Shinichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015 transcosmos inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.8 Elect Director Muta, Masaaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.9 Elect Director Kono, Masatoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.10 Elect Director Honda, Hitoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.11 Elect Director Shiraishi, Kiyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.12 Elect Director Ralph Wunsch Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.13 Elect Director Natsuno, Takeshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.14 Elect Director Yoshida, Nozomu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.15 Elect Director Uda, Eiji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.16 Elect Director Owen Mahoney Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
UNY Group Holdings Co., Ltd.
Meeting Date: 05/21/2015 Country: Japan Meeting Type: Annual Ticker: 8270
Primary ISIN: JP3949600005 Primary SEDOL: 6918624
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UNY Group Holdings Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Koshida, Jiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Ogawa, Takamasa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Takahashi, Jun Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Ito, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Takeuchi, Shuichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Yoshida, Yuzuru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Kokado, Tamotsu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Mizutani, Takumi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.3 Appoint Statutory Auditor Tajima, Kazunori Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
VITAL KSK HOLDINGS CO LTD
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 3151
Primary ISIN: JP3778280002 Primary SEDOL: B60DQY6
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VITAL KSK HOLDINGS CO LTD
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Fukada, Kazuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Hattori, Tamotsu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Chihara, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Ichijo, Takeshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Ichijo, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Tsugoshi, Masaaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Yoden, Takenori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.10 Elect Director Yamaki, Haruo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.11 Elect Director Kitanaka, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.12 Elect Director Matsui, Shutaro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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VITAL KSK HOLDINGS CO LTD
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.13 Elect Director Manabe, Masaaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.14 Elect Director Yoshimura, Yasuaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.1 Appoint Statutory Auditor Okuni, junji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.2 Appoint Statutory Auditor Saito, Mitsuhiro Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Warabeya Nichiyo Co., Ltd.
Meeting Date: 05/28/2015 Country: Japan Meeting Type: Annual Ticker: 2918
Primary ISIN: JP3994400004 Primary SEDOL: 6961888
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Oki, Hisato Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Moriura, Masana Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Fujinuma, Yoshitomo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Shirai, Tsunehisa Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Warabeya Nichiyo Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.7 Elect Director Tsuboki, Masao Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Asano, Naoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Sato, Goichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Sakata, Yoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Tanamoto, Minoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Asahi, Teruyuki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Kamiya, Kazuhiko Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Equity Compensation Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Xebio Co. Ltd.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 8281
Primary ISIN: JP3428800001 Primary SEDOL: 6984948
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.2 Elect Director Kitazawa, Takeshi Mgmt For Against
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Xebio Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.3 Elect Director Yashiro, Masatake Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.5 Elect Director Yamada, Junji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
7 Approve Stock Option Plan Mgmt For Against
Voter Rationale:
This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Yachiyo Industry Co. Ltd.
Meeting Date: 06/23/2015 Country: Japan Meeting Type: Annual Ticker: 7298
Primary ISIN: JP3933000006 Primary SEDOL: 6984711
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Itai, Kazuyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Motoori, Tsugio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Ota, Yasushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Asabuki, Kazuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Yachiyo Industry Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Kitamura, Tetsuya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Ozeki, Kenichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Yahoo Japan Corporation
Meeting Date: 06/18/2015 Country: Japan Meeting Type: Annual Ticker: 4689
Primary ISIN: JP3933800009 Primary SEDOL: 6084848
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles to Abolish Board Structure with Mgmt For Against Statutory Auditors - Adopt Board Structure with Audit Committee - Decrease Maximum Board Size - Amend Provisions on Director Titles - Indemnify Directors
Voter Rationale:
A vote AGAINST this proposal is warranted because the company will not have any vacant seats on the board following this meeting.
2.3 Elect Director Son, Masayoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Miyauchi, Ken Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kenneth Goldman Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Ronald Bell Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Yamada Denki Co.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 9831
Primary ISIN: JP3939000000 Primary SEDOL: 6985026
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Elect Director Fukuyama, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Yamazen Corp.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 8051
Primary ISIN: JP3936800006 Primary SEDOL: 6985587
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Yamamoto, Masami Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kakegawa, Takashi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Fukuda, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Sekiya, Nobuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Aso, Taichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Yamazen Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.8 Elect Director Nagao, Yuji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Noumi, Toshiyasu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Sunayama, Shigeru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Yashima Denki Co.,Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 3153
Primary ISIN: JP3931700003 Primary SEDOL: B4YRGK6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Amend Articles to Indemnify Directors - Clarify Mgmt For Against Provisions on Alternate Statutory Auditors - Indemnify Statutory Auditors - Authorize Board to Determine Income Allocation
Voter Rationale:
Changes in company's by-laws should not result in the erosion of shareholder rights.
3.3 Elect Director Matsuo, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Shiraishi, Seijin Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Imamachi, Kazunori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Yashima Denki Co.,Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.6 Elect Director Mizumoto, Yoji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Ishizawa, Teruyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Alternate Statutory Auditor Matsunami, Mgmt For Against Shigetaka Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Alternate Statutory Auditor Yamauchi, Mgmt For Against Yutaka Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Yellow Hat Ltd.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 9882
Primary ISIN: JP3131350005 Primary SEDOL: 6753591
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Shiraishi, Tadasu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Sato, Kazuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Nagasawa, Ryuichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kimura, Yoshimi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Yellow Hat Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Minatani, Hidemitsu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Tanaka, Kunihiko Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Yonekyu Corp.
Meeting Date: 05/28/2015 Country: Japan Meeting Type: Annual Ticker: 2290
Primary ISIN: JP3959800008 Primary SEDOL: 6986933
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Miyashita, Isao Mgmt For Against
Voter Rationale: Top management is responsible for the board composition at the controlled company which does not include at least two independent outsiders.
3.2 Elect Director Tanda, Masatoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Fukunishi, Tsuyoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Okuda, Hideto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Horiuchi, Akihisa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 299 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Yurtec Corp.
Meeting Date: 06/24/2015 Country: Japan Meeting Type: Annual Ticker: 1934
Primary ISIN: JP3946200007 Primary SEDOL: 6894672
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Ono, Yasuhiko Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Endo, Kazuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Shoji, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Ota, Yoshiharu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Maruyama, Minoru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Watanabe, Yoichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Nakayama, Noriyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Sakamoto, Mitsuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Mitsui, Seiichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 300 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Yurtec Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.1 Appoint Statutory Auditor Sakamoto, Toshiaki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Yamamoto, Shunji Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Approve Retirement Bonus Payment for Mgmt For Against Directors and Statutory Auditors Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Yusen Logistics Co Ltd
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 9370
Primary ISIN: JP3946600008 Primary SEDOL: 6983763
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Murakami, Shoji Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Kotoku, Kenichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Futami, Akio Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kimura, Toshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Egawa, Hideo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 301 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Yusen Logistics Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Approve Retirement Bonus Payment for Director Mgmt For Against and Statutory Auditor Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
ZENKOKU HOSHO Co., Ltd.
Meeting Date: 06/19/2015 Country: Japan Meeting Type: Annual Ticker: 7164
Primary ISIN: JP3429250008 Primary SEDOL: B92MT10
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Elect Director Aoki, Yuichi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Zeon Corp.
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4205
Primary ISIN: JP3725400000 Primary SEDOL: 6644015
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Oshima, Masayoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Takegami, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Mitsuhira, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 302 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Zeon Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.6 Elect Director Hirakawa, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Nishijima, Toru Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Ito, Kei Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Furuya, Takeo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Nagumo, Tadamobu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4.1 Appoint Statutory Auditor Minami, Tadayuki Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.2 Appoint Statutory Auditor Kori, Akio Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
4.3 Appoint Statutory Auditor Nishijima, Nobutake Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Zeria Pharmaceutical
Meeting Date: 06/26/2015 Country: Japan Meeting Type: Annual Ticker: 4559
Primary ISIN: JP3428850006 Primary SEDOL: 6137731
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Endo, Hirokazu Mgmt For Against
Page 303 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Zeria Pharmaceutical
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Furuhata, Shigeya Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kishimoto, Makoto Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Ono, Akira Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. Furthermore, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
2.7 Elect Director Hayashi, Yasuhiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Fukahori, Masahiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.9 Elect Director Hiraga, Yoshihiro Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Ishii, Katsuyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Kato, Hiroki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Yokote, Hidekazu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.13 Elect Director Kawagoe, Toshiaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 304 of 305
SEI Japan Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 04/01/2015 to 06/30/2015
Zeria Pharmaceutical
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.14 Elect Director Komori, Tetsuo Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Hanada, Masahiko Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Takami, Kojiro Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.4 Appoint Statutory Auditor Wakabayashi, Hiroshi Mgmt For Against
Voter Rationale:
The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 305 of 305
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The information, opinions estimates or forecasts contained in this document were obtained from sources reasonably believed to be reliable and are subject to change at any time. The report reflects voting instructions given, not votes cast and the information has been provided by an external supplier. BMO Global Asset Management may from time to time deal in investments that may be mentioned herein on behalf of their clients. © 2015 BMO Global Asset Management. All rights reserved. BMO Global Asset Management is a trading name of F&C Management Limited, which is authorised and regulated by the Financial Conduct Authority.