Vote Summary Report Date Range Covered: 04/01/2014 to 06/30/2014
Total Page:16
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Reo@ Voting Report SEI U.K. Equity Fund All Votes Report VOTING RECORDS FROM:01/04/2014 TO: 30/06/2014 The SEI U.K. Equity Fund All Votes Report Vote Summary Report Date range covered: 04/01/2014 to 06/30/2014 888 Holdings plc Meeting Date: 05/14/2014 Country: United Kingdom Meeting Type: Annual Ticker: 888 Primary ISIN: GI000A0F6407 Primary SEDOL: B0L4LM9 Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 1 Accept Financial Statements and Statutory Mgmt For For Reports 2 Approve Remuneration Report Mgmt For Against Voter Rationale: 1) Specific adjusted items to EBITDA used to calculate bonus award should be fully disclosed retrospectively; 2) Annual bonus should partly be paid in deferred shares; 3) The criteria for full vesting of the LTIP should be disclosed; 4) We do not believe a phantom award payable in cash is an appropriate incentive award; 5) Shareholding requirement should be introduced to align executives' interests with that of shareholders and the current shareholding of executives is low 3 Approve Remuneration Policy Mgmt For Against Voter Rationale: 1) It is unclear whether the LTIP is capped, despite no intention to grant any LTIP awards during the Remuneration Policy's lifetime; 2) The Policy allows for granting of phantom share awards which are uncapped; 3) There is no clawback provision; 4) Annual bonus should partly be paid in deferred shares; 5) There is no shareholding requirement and the current executive shareholding is low; 6) On termination, a bonus payment can be made for an unworked period 4 Re-elect Richard Kilsby as Director Mgmt For For 5 Re-elect Brian Mattingley as Director Mgmt For For 6 Re-elect Aviad Kobrine as Director Mgmt For For 7 Re-elect Amos Pickel as Director Mgmt For For 8 Re-elect John Anderson as Director Mgmt For Against Voter Rationale: This director candidate is not considered independent due to his previous role as the CEO and continued directorship in the non-executive capacity. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. 9 Reappoint BDO LLP and BDO Limited Chartered Mgmt For For Accountants as Auditors 10 Authorise Board to Fix Remuneration of Auditors Mgmt For For 11 Approve Final Dividend Mgmt For For 12 Approve Additional One-Off Dividend Mgmt For For 13 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights Page 1 of 173 The SEI U.K. Equity Fund All Votes Report Vote Summary Report Date range covered: 04/01/2014 to 06/30/2014 888 Holdings plc Meeting Date: 05/14/2014 Country: United Kingdom Meeting Type: Special Ticker: 888 Primary ISIN: GI000A0F6407 Primary SEDOL: B0L4LM9 Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 1 Amend Articles of Association Mgmt For For A.G. Barr plc Meeting Date: 05/27/2014 Country: United Kingdom Meeting Type: Annual Ticker: BAG Primary ISIN: GB00B6XZKY75 Primary SEDOL: B6XZKY7 Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 1 Accept Financial Statements and Statutory Mgmt For For Reports 2 Approve Remuneration Policy Mgmt For Against Voter Rationale: Any increase in the size of awards under the short-term/lomg-term incentive scheme(s) should be accompanied by a corresponsding increase in performance expectations. Furthermore, severance payments for early termination as a result of a change in control should be similar to those available under normal circumstances. 3 Approve Remuneration Report Mgmt For For 4 Re-elect Ronald Hanna as Director Mgmt For For 5 Re-elect Roger White as Director Mgmt For For 6 Re-elect Alexander Short as Director Mgmt For For 7 Re-elect Jonathan Kemp as Director Mgmt For For 8 Re-elect Andrew Memmott as Director Mgmt For For 9 Re-elect William Barr as Director Mgmt For Against Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. 10 Re-elect Martin Griffiths as Director Mgmt For For 11 Re-elect John Nicolson as Director Mgmt For For 12 Elect Pamela Powell as Director Mgmt For For Page 2 of 173 The SEI U.K. Equity Fund All Votes Report Vote Summary Report Date range covered: 04/01/2014 to 06/30/2014 A.G. Barr plc Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 13 Appoint KPMG LLP as Auditors and Authorise Mgmt For Against Their Remuneration Voter Rationale: Auditors should undertake non-audit work in exceptional circumstances only. Any non-audit fees paid to the auditor should be clearly disclosed, justified and not exceed audit fees. Large non-audit fees could compromise objectivity of the audit. 14 Approve Share Savings Scheme Mgmt For For 15 Approve Long Term Incentive Plan Mgmt For Against Voter Rationale: Any increase in the size of awards under the short-term/lomg-term incentive scheme(s) should be accompanied by a corresponsding increase in performance expectations. 16 Authorise Issue of Equity with Pre-emptive Mgmt For For Rights 17 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights 18 Authorise Market Purchase of Ordinary Shares Mgmt For For Admiral Group plc Meeting Date: 04/09/2014 Country: United Kingdom Meeting Type: Annual Ticker: ADM Primary ISIN: GB00B02J6398 Primary SEDOL: B02J639 Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 1 Accept Financial Statements and Statutory Mgmt For For Reports 2 Approve Remuneration Report Mgmt For For 3 Approve Remuneration Policy Mgmt For For 4 Approve Final Dividend Mgmt For For 5 Elect Jean Park as Director Mgmt For For 6 Re-elect Alastair Lyons as Director Mgmt For For 7 Re-elect Henry Engelhardt as Director Mgmt For For 8 Re-elect David Stevens as Director Mgmt For For 9 Re-elect Kevin Chidwick as Director Mgmt For For 10 Re-elect Margaret Johnson as Director Mgmt For For 11 Re-elect Lucy Kellaway as Director Mgmt For For 12 Re-elect Manfred Aldag as Director Mgmt For For Page 3 of 173 The SEI U.K. Equity Fund All Votes Report Vote Summary Report Date range covered: 04/01/2014 to 06/30/2014 Admiral Group plc Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 13 Re-elect Colin Holmes as Director Mgmt For For 14 Re-elect Roger Abravanel as Director Mgmt For For 15 Re-elect Annette Court as Director Mgmt For For 16 Appoint KPMG LLP as Auditors Mgmt For For 17 Authorise Board to Fix Remuneration of Auditors Mgmt For For 18 Authorise Issue of Equity with Pre-emptive Mgmt For For Rights 19 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights 20 Authorise Market Purchase of Ordinary Shares Mgmt For For 21 Authorise the Company to Call EGM with Two Mgmt For For Weeks' Notice Afren plc Meeting Date: 06/04/2014 Country: United Kingdom Meeting Type: Annual Ticker: AFR Primary ISIN: GB00B0672758 Primary SEDOL: B067275 Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 1 Accept Financial Statements and Statutory Mgmt For For Reports 2 Approve Remuneration Report Mgmt For Against Voter Rationale: This plan could lead to excessive dilution. 3 Approve Remuneration Policy Mgmt For For 4 Elect Sheree Bryant as Director Mgmt For For 5 Elect Iain McLaren as Director Mgmt For For 6 Re-elect Egbert Imomoh as Director Mgmt For For 7 Re-elect Peter Bingham as Director Mgmt For For 8 Re-elect John St John as Director 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. 9 Re-elect Toby Hayward as Director Mgmt For For 10 Re-elect Ennio Sganzerla as Director Mgmt For For Page 4 of 173 The SEI U.K. Equity Fund All Votes Report Vote Summary Report Date range covered: 04/01/2014 to 06/30/2014 Afren plc Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 11 Re-elect Patrick Obath as Director Mgmt For For 12 Re-elect Dr Osman Shahenshah as Director Mgmt For For 13 Re-elect Shahid Ullah as Director Mgmt For For 14 Re-elect Darra Comyn as Director Mgmt For For 15 Reappoint Deloitte LLP as Auditors and Mgmt For For Authorise Their Remuneration 16 Authorise Issue of Equity with Pre-emptive Mgmt For For Rights 17 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights 18 Authorise Market Purchase of Ordinary Shares Mgmt For For 19 Authorise the Company to Call EGM with Two Mgmt For For Weeks' Notice African Barrick Gold plc Meeting Date: 04/24/2014 Country: United Kingdom Meeting Type: Annual Ticker: ABG Primary ISIN: GB00B61D2N63 Primary SEDOL: B61D2N6 Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 1 Accept Financial Statements and Statutory Mgmt For For Reports 2 Approve Remuneration Report Mgmt For Against Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.