Reo@ Voting Report
The SEI Global Managed Volatility Fund
VOTING RECORDS FROM:01/01/2018 TO: 31/03/2018
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
ABB Ltd.
Meeting Date: 03/29/2018 Country: Switzerland Meeting Type: Annual Ticker: ABBN
Primary ISIN: CH0012221716 Primary SEDOL: 7108899
Vote Proposal Text Proponent Mgmt Rec Instruction
Accept Financial Statements and Statutory Mgmt For For Reports
Approve Remuneration Report (Non-Binding) Mgmt For Against
Voter Rationale: A vote AGAINST the remuneration report is warranted because:- Two executives again received large increases in employer pension contributions during FY17. The company has not offered a compelling rationale for these increases.- The maximum pay opportunity under the LTIP was progressively raised by 23 percent between FY16 and FY18 and the company has failed to provide a compelling rationale.Some shareholders may nevertheless consider supporting this item because increases in pension contributions in FY17 are part of the same adjustment of the pension system that led to increases in FY15 and FY16, no further adjustments are foreseen, and ABB's compensation policies and practices are in general aligned to market practice.
Approve Discharge of Board and Senior Mgmt For For Management
Approve Allocation of Income and Dividends of Mgmt For For CHF 0.78 per Share
Amend Corporate Purpose Mgmt For For
Amend Articles Re: Cancellation of Transitional Mgmt For For Provisions
Approve Maximum Remuneration of Board of Mgmt For For Directors in the Amount of CHF 4.7 Million
Approve Maximum Remuneration of Executive Mgmt For For Committee in the Amount of CHF 52 Million
Reelect Matti Alahuhta as Director Mgmt For For
Elect Gunnar Brock as Director Mgmt For For
Reelect David Constable as Director Mgmt For For
Reelect Frederico Curado as Director Mgmt For For
Reelect Lars Foerberg as Director Mgmt For For
Elect Jennifer Xin-Zhe Li as Director Mgmt For For
Elect Geraldine Matchett as Director Mgmt For For
Reelect David Meline as Director Mgmt For For
Reelect Satish Pai as Director Mgmt For For
Reelect Jacob Wallenberg as Director Mgmt For For
Reelect Peter Voser as Director and Board Mgmt For For Chairman
Page 1 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
ABB Ltd.
Vote Proposal Text Proponent Mgmt Rec Instruction
Appoint David Constable as Member of the Mgmt For For Compensation Committee
Appoint Frederico Curado as Member of the Mgmt For For Compensation Committee
Appoint Jennifer Xin-Zhe Li as Member of the Mgmt For For Compensation Committee
Designate Hans Zehnder as Independent Proxy Mgmt For For
Ratify KPMG AG as Auditors Mgmt For For
Transact Other Business (Voting) Mgmt For Against
Voter Rationale: A vote AGAINST is warranted because- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Aetna Inc.
Meeting Date: 03/13/2018 Country: USA Meeting Type: Special Ticker: AET
Primary ISIN: US00817Y1082 Primary SEDOL: 2695921
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Merger Agreement Mgmt For For
Adjourn Meeting Mgmt For For
Advisory Vote on Golden Parachutes Mgmt For For
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Agilent Technologies, Inc.
Meeting Date: 03/21/2018 Country: USA Meeting Type: Annual Ticker: A
Primary ISIN: US00846U1016 Primary SEDOL: 2520153
Page 2 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Agilent Technologies, Inc.
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Koh Boon Hwee Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Elect Director Michael R. McMullen Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Elect Director Daniel K. Podolsky Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Amend Omnibus Stock Plan Mgmt For Against
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.
Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For For
ALSO Holding AG
Meeting Date: 03/27/2018 Country: Switzerland Meeting Type: Annual Ticker: ALSN
Primary ISIN: CH0024590272 Primary SEDOL: B11TD81
Vote Proposal Text Proponent Mgmt Rec Instruction
Accept Financial Statements and Statutory Mgmt For For Reports
Page 3 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
ALSO Holding AG
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Remuneration Report (Non-Binding) Mgmt For Against
Voter Rationale: A vote AGAINST the remuneration report is warranted because:- Caps on short-term incentive remuneration are not disclosed.- Discretionary payments are a component of the remuneration system.- Based on the company's disclosures, it appears that non-executive directors receive retirement benefits.
Approve Allocation of Income and Dividends of Mgmt For For CHF 2.75 per Share from Capital Contribution Reserves
Approve Discharge of Board and Senior Mgmt For For Management
Approve Maximum Remuneration of Directors in Mgmt For For the Amount of CHF 700,000
Approve Maximum Fixed Remuneration of Mgmt For Against Executive Committee in the Amount of CHF 1.5 Million Voter Rationale: Votes AGAINST these items are warranted because they represent large potential increases in per-person fixed and variable compensation, and the company has failed to provide a compelling rationale.
Approve Maximum Variable Remuneration of Mgmt For Against Executive Committee in the Amount of CHF 3.8 Million Voter Rationale: Votes AGAINST these items are warranted because they represent large potential increases in per-person fixed and variable compensation, and the company has failed to provide a compelling rationale.
Reelect Peter Athanas as Director Mgmt For For
Reelect Walter Droege as Director Mgmt For Against
Voter Rationale: Votes AGAINST the non-independent nominees (excluding the CEO), Walter P. J. Droege, Ernest Droege, Karl Hofstetter, Rudolf Marty and Frank Tanski, are warranted because of the failure to establish a sufficiently independent board and audit committee.
Reelect Karl Hofstetter as Director Mgmt For Against
Voter Rationale: Votes AGAINST the non-independent nominees (excluding the CEO), Walter P. J. Droege, Ernest Droege, Karl Hofstetter, Rudolf Marty and Frank Tanski, are warranted because of the failure to establish a sufficiently independent board and audit committee.
Reelect Rudolf Marty as Director Mgmt For Against
Voter Rationale: Votes AGAINST the non-independent nominees (excluding the CEO), Walter P. J. Droege, Ernest Droege, Karl Hofstetter, Rudolf Marty and Frank Tanski, are warranted because of the failure to establish a sufficiently independent board and audit committee.
Reelect Frank Tanski as Director Mgmt For Against
Voter Rationale: Votes AGAINST the non-independent nominees (excluding the CEO), Walter P. J. Droege, Ernest Droege, Karl Hofstetter, Rudolf Marty and Frank Tanski, are warranted because of the failure to establish a sufficiently independent board and audit committee.
Reelect Ernest-W. Droege as Director Mgmt For Against
Voter Rationale: Votes AGAINST the non-independent nominees (excluding the CEO), Walter P. J. Droege, Ernest Droege, Karl Hofstetter, Rudolf Marty and Frank Tanski, are warranted because of the failure to establish a sufficiently independent board and audit committee.
Reelect Gustavo Moeller-Hergt as Director Mgmt For For
Reelect Gustavo Moeller-Hergt as Board Mgmt For Against Chairman
Page 4 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
ALSO Holding AG
Vote Proposal Text Proponent Mgmt Rec Instruction
Reappoint Peter Athanas as Member of the Mgmt For For Compensation Committee
Reappoint Walter Droege as Member of the Mgmt For Against Compensation Committee Voter Rationale: Votes AGAINST non-independent nominees Walter Droege and Frank Tanski are warranted because of the failure to establish a majority-independent committee.
Reappoint Frank Tanski as Member of the Mgmt For Against Compensation Committee Voter Rationale: Votes AGAINST non-independent nominees Walter Droege and Frank Tanski are warranted because of the failure to establish a majority-independent committee.
Ratify PricewaterhouseCoopers AG as Auditors Mgmt For For
Designate Adrian von Segesser as Independent Mgmt For For Proxy
Transact Other Business (Voting) Mgmt For Against
Voter Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Amdocs Limited
Meeting Date: 01/26/2018 Country: Guernsey Meeting Type: Annual Ticker: DOX
Primary ISIN: GB0022569080 Primary SEDOL: 2256908
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Robert A. Minicucci Mgmt For For
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. However, there has been refreshment to the Board this year. We encourage the company to continue this process to ensure further refreshment, particularly of the board's key committees that continue to contain members that have been on the board for more than 12 years.
Elect Director Adrian Gardner Mgmt For For
Elect Director John T. McLennan Mgmt For For
Elect Director Zohar Zisapel Mgmt For For
Elect Director Julian A. Brodsky Mgmt For For
Elect Director Eli Gelman Mgmt For For
Elect Director James S. Kahan Mgmt For For
Elect Director Richard T.C. LeFave Mgmt For For
Page 5 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Amdocs Limited
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Giora Yaron Mgmt For For
Elect Director Ariane de Rothschild Mgmt For For
Elect Director Rafael de la Vega Mgmt For For
Approve Dividends Mgmt For For
Accept Consolidated Financial Statements and Mgmt For For Statutory Reports
Approve Ernst & Young LLP as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration
AmerisourceBergen Corporation
Meeting Date: 03/01/2018 Country: USA Meeting Type: Annual Ticker: ABC
Primary ISIN: US03073E1055 Primary SEDOL: 2795393
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Ornella Barra 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.
Elect Director Steven H. Collis Mgmt For For
Voter Rationale:
The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Also, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Elect Director Douglas R. Conant Mgmt For For
Voter Rationale:
The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Elect Director D. Mark Durcan Mgmt For For
Elect Director Richard W. Gochnauer Mgmt For For
Voter Rationale:
The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Elect Director Lon R. Greenberg Mgmt For For
Page 6 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
AmerisourceBergen Corporation
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Jane E. Henney Mgmt For Against
Voter Rationale:
This director is not sufficiently independent to serve as the independent lead director. Also, directors with long board tenures should not serve on committees that require absolute independence. In addition, the board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote. Furthermore, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Elect Director Kathleen W. Hyle Mgmt For For
Elect Director Michael J. Long Mgmt For For
Elect Director Henry W. McGee Mgmt For Against
Voter Rationale:
The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote. In addition, directors with long board tenures should not serve on committees that require absolute independence. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Ratify Ernst & Young LLP as Auditors Mgmt For For
Voter Rationale:
The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale:
A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Amend Qualified Employee Stock Purchase Plan Mgmt For For
Require Independent Board Chairman SH Against For
Voter Rationale:
Appointing a fully independent chairman creates a balance of power that is more conducive to long-term performance. A board headed by management cannot reasonably provide the best oversight and evaluation of management's performance.
Reduce Ownership Threshold for Shareholders SH Against For to Call Special Meeting Voter Rationale:
Holders of significant share capital should be entitled to call a special meeting. A total holding requirement of 5% is a suitable threshold to prevent abuse.
Clawback of Incentive Payments SH Against For
Voter Rationale:
Substantial restatements should trigger a reassessment and reclamation of performance-based compensation where this has been calculated on inaccurate figures. Also, the board should have the ability to "claw back" from executives that benefited from improper accounting, even if they were not directly responsible due to fraudulent activity or willful misconduct. The board should introduce options to recoup following major regulatory and other significant failings by senior management.
Report on Governance Measures Implemented SH Against For Related to Opioids Voter Rationale: Because shareholders would benefit from more specific information about governance measures implemented related to opioids, support for a report is warranted.
Page 7 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Amino Technologies plc
Meeting Date: 01/18/2018 Country: United Kingdom Meeting Type: Special Ticker: AMO
Primary ISIN: GB00B013SN63 Primary SEDOL: B013SN6
Vote Proposal Text Proponent Mgmt Rec Instruction
This is a Second Call Meeting Originally Held on Mgmt 15 December 2017
Authorise Market Purchase of Ordinary Shares Mgmt For Against
Amino Technologies plc
Meeting Date: 03/27/2018 Country: United Kingdom Meeting Type: Annual Ticker: AMO
Primary ISIN: GB00B013SN63 Primary SEDOL: B013SN6
Vote Proposal Text Proponent Mgmt Rec Instruction
Accept Financial Statements and Statutory Mgmt For For Reports
Approve Remuneration Report Mgmt For For
Approve Final Dividend Mgmt For For
Re-elect Keith Todd as Director Mgmt For Against
Voter Rationale: 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, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Elect Steve McKay as Director Mgmt For For
Elect Michael Clegg as Director Mgmt For For
Reappoint Grant Thornton UK LLP as Auditors Mgmt For For and Authorise Their Remuneration
Authorise Issue of Equity with Pre-emptive Mgmt For For Rights
Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
Authorise Market Purchase of Ordinary Shares Mgmt For For
Page 8 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Apple Inc.
Meeting Date: 02/13/2018 Country: USA Meeting Type: Annual Ticker: AAPL
Primary ISIN: US0378331005 Primary SEDOL: 2046251
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director James Bell Mgmt For For
Elect Director Tim Cook Mgmt For For
Elect Director Al Gore Mgmt For Against
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.
Elect Director Bob Iger Mgmt For For
Elect Director Andrea Jung Mgmt For For
Elect Director Art Levinson Mgmt For Against
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. Also, he board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Elect Director Ron Sugar Mgmt For For
Elect Director Sue Wagner Mgmt For For
Ratify Ernst & Young LLP as Auditors Mgmt For For
Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: We welcome the remuneration committee's decision to increase the proportion of equity awards that are subject to performance targets; however, we continue to consider that they should not allow vesting of incentive awards for below median performance. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Amend Non-Employee Director Omnibus Stock Mgmt For For Plan
Proxy Access Amendments SH Against For
Voter Rationale: Shareholders should have the right to reasonable access to the proxy, including the nomination of directors to the board. Such a practice encourages greater accountability of directors to the shareholders whose interests they represent. Similar proxy access in other developed markets has not lead to problematic elections, as some companies fear.
Establish Human Rights Committee SH Against Abstain
Voter Rationale: Although we considered human rights to be an important risk for the company given its exposure to both censorship in China and its reliance upon labour in that region within its supply chain, we consider the terms of the proposal to be overly prescriptive in nature and that current policies in place are adequate.
Page 9 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Argan
Meeting Date: 03/22/2018 Country: France Meeting Type: Annual/Special Ticker: ARG
Primary ISIN: FR0010481960 Primary SEDOL: B1YKDN6
Vote Proposal Text Proponent Mgmt Rec Instruction
Ordinary Business Mgmt
Approve Financial Statements and Discharge Mgmt For For Directors Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account. Furthermore, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Approve Consolidated Financial Statements and Mgmt For For Statutory Reports
Approve Allocation of Income Mgmt For For
Approve Dividends of EUR 1.02 per Share Mgmt For For
Approve Stock Dividend Program (Cash or New Mgmt For For Shares)
Approve Auditors' Special Report on Mgmt For For Related-Party Transactions
Approve Remuneration Policy for Management Mgmt For Against Board Members Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.
Approve Remuneration Policy for Supervisory Mgmt For For Board Members
Approve Compensation of Ronan Le Lan, Mgmt For For Management Board Chairman
Approve Compensation of Francis Albertinelli, Mgmt For For Management Board Member
Approve Compensation of Frederic Larroumets, Mgmt For For Management Board Member
Approve Compensation of Jean-Claude Le Lan Mgmt For For Junior, Management Board Member
Approve Compensation of Jean-Claude Le Lan, Mgmt For For Supervisory Board Chairman
Approve Remuneration of Supervisory Board Mgmt For For Members in the Aggregate Amount of EUR 60,000
Ratify Change Location of Registered Office to Mgmt For For 21, rue Beffroy, Neuilly-sur-Seine (92200)
Page 10 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Argan
Vote Proposal Text Proponent Mgmt Rec Instruction
Authorize Repurchase of Up to 10 Percent of Mgmt For Against Issued Share Capital Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%. Furthermore, this authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Extraordinary Business Mgmt
Authorize Decrease in Share Capital via Mgmt For For Cancellation of Repurchased Shares
Authorize Filing of Required Documents/Other Mgmt For For Formalities
Aurubis AG
Meeting Date: 03/01/2018 Country: Germany Meeting Type: Annual Ticker: NDA
Primary ISIN: DE0006766504 Primary SEDOL: 5485527
Vote Proposal Text Proponent Mgmt Rec Instruction
Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2016/17 (Non-Voting)
Approve Allocation of Income and Dividends of Mgmt For For EUR 1.45 per Share
Approve Discharge of Management Board for Mgmt For For Fiscal 2016/17
Approve Discharge of Supervisory Board for Mgmt For For Fiscal 2016/17 Voter Rationale:
The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Ratify PricewaterhouseCoopers GmbH as Mgmt For For Auditors for Fiscal 2017/18
Elect Heinz Fuhrmann to the Supervisory Board Mgmt For Against
Voter Rationale:
For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Moreover, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.
Elect Karl Jakob to the Supervisory Board Mgmt For For
Elect Stephan Kruemmer to the Supervisory Mgmt For For Board
Elect Sandra Reich to the Supervisory Board Mgmt For For
Page 11 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Aurubis AG
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Edna Schoene to the Supervisory Board Mgmt For For
Elect Fritz Vahrenholt to the Supervisory Board Mgmt For For
Voter Rationale:
This director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.
Approve Remuneration System for Management Mgmt For Against Board Members Voter Rationale:
Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, 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.
Authorize Share Repurchase Program and Mgmt For For Cancellation of Repurchased Shares without Preemptive and Tender Rights
Axfood AB
Meeting Date: 03/14/2018 Country: Sweden Meeting Type: Annual Ticker: AXFO
Primary ISIN: SE0006993770 Primary SEDOL: BVGH0K1
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Chairman of Meeting Mgmt For For
Prepare and Approve List of Shareholders Mgmt For For
Approve Agenda of Meeting Mgmt For For
Designate Inspector(s) of Minutes of Meeting Mgmt For For
Acknowledge Proper Convening of Meeting Mgmt For For
Receive Financial Statements and Statutory Mgmt Reports
Receive President's Report Mgmt
Accept Financial Statements and Statutory Mgmt For For Reports
Approve Discharge of Board and President Mgmt For For
Approve Allocation of Income and Dividends of Mgmt For For SEK 7 Per Share
Determine Number of Members (8) and Deputy Mgmt For For Members (0) of Board; Determine Number of Auditors (1)
Page 12 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Axfood AB
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Remuneration of Directors in the Mgmt For For Amount of EUR 675,000 for Chairman, EUR 520,000 for Vice Chairman, and EUR 425,000 for Other Directors; Approve Remuneration of Auditors
Reelect Antonia Ax:son Johnson, Fabian Mgmt For For Bengtsson, Caroline Berg, Mia Brunell Livfors, Lars Olofsson and Christer Aberg as Directors; Elect Stina Andersson and Jesper Lien as New Directors
Voter Rationale:
The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board. Furthermore, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s). Finally, the audit committee should be fully independent from the company and majority independent from its major shareholder(s).
Ratify Deloitte as Auditors Mgmt For For
Approve Principles for the Designation of Mgmt For For Nominating Committee
Approve Remuneration Policy And Other Terms Mgmt For For of Employment For Executive Management
Voter Rationale:
The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Approve Long-Term Incentive Plan (LTIP 2018) Mgmt For For
Approve Equity Plan Financing for LTIP 2018 Mgmt For For
Approve Employee Share Purchases in Mgmt For For Subsidiaries
Shareholder Proposals Submitted by Carl Axel Mgmt Bruno
Amend Articles of Association: Insert Gender SH None Against Quota for Board of Directors Voter Rationale:
A vote AGAINST this resolution is warranted as the proposal seeks to micromanage the company and the proponent has not provided evidence of any of the potentially accruing benefits to the company.
Close Meeting Mgmt
Bank Hapoalim Ltd.
Meeting Date: 02/05/2018 Country: Israel Meeting Type: Special Ticker: POLI
Primary ISIN: IL0006625771 Primary SEDOL: 6075808
Page 13 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Bank Hapoalim Ltd.
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Ronit Abramson-Rokach as External Mgmt For For Director
Vote FOR if you are a controlling shareholder or Mgmt None Against have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager
Please Select Any Category Which Applies to Mgmt You as a Shareholder or as a Holder of Power of Attorney
If you are an Interest Holder as defined in Mgmt None Against Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against.
If you are a Senior Officer as defined in Section Mgmt None Against 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against.
If you are an Institutional Investor as defined in Mgmt None For Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against.
Britvic Plc
Meeting Date: 01/31/2018 Country: United Kingdom Meeting Type: Annual Ticker: BVIC
Primary ISIN: GB00B0N8QD54 Primary SEDOL: B0N8QD5
Vote Proposal Text Proponent Mgmt Rec Instruction
Accept Financial Statements and Statutory Mgmt For For Reports
Approve Final Dividend Mgmt For For
Approve Remuneration Policy Mgmt For For
Voter Rationale:
Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Approve Remuneration Report Mgmt For For
Voter Rationale:
Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Page 14 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Britvic Plc
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Suniti Chauhan as Director Mgmt For For
Elect William Eccleshare as Director Mgmt For Against
Voter Rationale:
Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company
Re-elect Sue Clark as Director Mgmt For For
Re-elect John Daly as Director Mgmt For For
Re-elect Mathew Dunn as Director Mgmt For For
Re-elect Simon Litherland as Director Mgmt For For
Re-elect Ian McHoul as Director Mgmt For For
Re-elect Euan Sutherland as Director Mgmt For For
Reappoint Ernst & Young LLP as Auditors Mgmt For For
Voter Rationale:
Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Authorise the Audit Committee to Fix Mgmt For For Remuneration of Auditors Voter Rationale:
Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Authorise EU Political Donations and Mgmt For For Expenditure
Authorise Issue of Equity with Pre-emptive Mgmt For For Rights
Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Other Capital Investment
Authorise Market Purchase of Ordinary Shares Mgmt For For
Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice
Can Do Co., Ltd.
Meeting Date: 02/23/2018 Country: Japan Meeting Type: Annual Ticker: 2698
Primary ISIN: JP3244550004 Primary SEDOL: 6354314
Page 15 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Can Do Co., Ltd.
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 8.5
Elect Director Kido, Kazuya Mgmt For For
Elect Director Shingu, Takahito Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Mochizuki, Sonoe Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Morita, Toru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director and Audit Committee Member Mgmt For For Tamura, Toshiro
Elect Director and Audit Committee Member Mgmt For For Iida, Naoki
Elect Alternate Director and Audit Committee Mgmt For For Member Shinta, Motoki
Canare Electric Co.
Meeting Date: 03/23/2018 Country: Japan Meeting Type: Annual Ticker: 5819
Primary ISIN: JP3215300009 Primary SEDOL: 6169712
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 25
Elect Director Ono, Junichiro Mgmt For For
Elect Director Goto, Akio Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Yoshimori, Naoki Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 16 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Canare Electric Co.
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Nakajima, Masahiro Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Obuchi, Atsushi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Sobue, Hideyuki Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Noda, Chikashi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Toyonaka, Toshiei Mgmt For For
Elect Director Toda, Yuzo Mgmt For For
Appoint Alternate Statutory Auditor Kitayama, Mgmt For For Hideki
Approve Director Retirement Bonus Mgmt For For
Approve Annual Bonus Mgmt For For
Canon Inc.
Meeting Date: 03/29/2018 Country: Japan Meeting Type: Annual Ticker: 7751
Primary ISIN: JP3242800005 Primary SEDOL: 6172323
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 85
Elect Director Mitarai, Fujio Mgmt For For
Elect Director Maeda, Masaya Mgmt For For
Elect Director Tanaka, Toshizo Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Homma, Toshio Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 17 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Canon Inc.
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Matsumoto, Shigeyuki Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Saida, Kunitaro Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Kato, Haruhiko Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Appoint Statutory Auditor Nakamura, 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.
Appoint Statutory Auditor Kashimoto, 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.
Approve Annual Bonus Mgmt For For
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.
Capitol Federal Financial, Inc.
Meeting Date: 01/23/2018 Country: USA Meeting Type: Annual Ticker: CFFN
Primary ISIN: US14057J1016 Primary SEDOL: B3KWJV0
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Morris J. Huey, II Mgmt For Against
Voter Rationale:
Former employees or company founders are not sufficiently independent to serve on key board committees. Listing standard assumptions that independence can be restored after a five-year "cooling off" period are incorrect. In addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest. Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Page 18 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Capitol Federal Financial, Inc.
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Reginald L. Robinson Mgmt For For
Voter Rationale:
Companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest. Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale:
Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.
Ratify Deloitte & Touche LLP as Auditors Mgmt For For
Voter Rationale:
The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
CareTech Holdings PLC
Meeting Date: 03/06/2018 Country: United Kingdom Meeting Type: Annual Ticker: CTH
Primary ISIN: GB00B0KWHQ09 Primary SEDOL: B0KWHQ0
Vote Proposal Text Proponent Mgmt Rec Instruction
Accept Financial Statements and Statutory Mgmt For For Reports
Approve Remuneration Report Mgmt For Against
Voter Rationale:
Significant salary increases are not linked to material changes in the business or in the role and responsibilities of executive directors.
Approve Final Dividend Mgmt For For
Re-elect Michael Hill as Director Mgmt For For
Re-elect Karl Monaghan as Director Mgmt For For
Reappoint Grant Thornton UK LLP as Auditors Mgmt For For
Authorise Board to Fix Remuneration of Auditors Mgmt For For
Authorise Issue of Equity with Pre-emptive Mgmt For For Rights
Authorise Issue of Equity without Pre-emptive Mgmt For Against Rights Voter Rationale:
Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Page 19 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
CareTech Holdings PLC
Vote Proposal Text Proponent Mgmt Rec Instruction
Authorise Market Purchase of Ordinary Shares Mgmt For For
Carlsberg
Meeting Date: 03/14/2018 Country: Denmark Meeting Type: Annual Ticker: CARL B
Primary ISIN: DK0010181759 Primary SEDOL: 4169219
Vote Proposal Text Proponent Mgmt Rec Instruction
Receive Report of Board Mgmt
Accept Financial Statements and Statutory Mgmt For For Reports; Approve Discharge of Management and Board Voter Rationale:
Companies should develop and disclose a policy aimed at encouraging greater diversity, including gender, at the board and executive management levels, and throughout the organisation.
Approve Allocation of Income and Dividends of Mgmt For For DKK 16 Per Share
Approve Remuneration of Directors in the Mgmt For Against Amount of DKK 1.85 Million for Chairman, DKK 618,000 for Vice Chair, and DKK 412,000 for Other Directors; Approve Remuneration for Committee Work
Voter Rationale: We voted against because the proposed chairman fees can be considered excessive in relation to comparable domestic peers and in the absence of a clear rationale.
Authorize Share Repurchase Program Mgmt For For
Reelect Flemming Besenbacher as Director Mgmt For For
Reelect Lars Rebien Sorensen as Director Mgmt For For
Reelect Carl Bache as Director Mgmt For For
Reelect Richard Burrows as Director Mgmt For Abstain
Voter Rationale: A vote against is not available as a vote option because the director serves on the board of another listed company and as non-executive chairman at two other listed companies. Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Reelect Donna Cordner as Director Mgmt For For
Reelect Nancy Cruickshank as Director Mgmt For For
Reelect Soren-Peter Fuchs Olesen as Director Mgmt For For
Reelect Nina Smith as Director Mgmt For For
Reelect Lars Stemmerik as Director Mgmt For For
Page 20 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Carlsberg
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Magdi Batato as New Director Mgmt For For
Ratify PricewaterhouseCoopers as Auditors Mgmt For For
Ceconomy AG
Meeting Date: 02/14/2018 Country: Germany Meeting Type: Annual Ticker: CEC
Primary ISIN: DE0007257503 Primary SEDOL: 5041413
Vote Proposal Text Proponent Mgmt Rec Instruction
Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2016/17 (Non-Voting)
Approve Allocation of Income and Dividends of Mgmt For For EUR 0.26 per Ordinary Share and EUR 0.32 per Preference Share
Approve Discharge of Management Board for Mgmt For For Fiscal 2016/17
Approve Discharge of Supervisory Board for Mgmt For For Fiscal 2016/17 Voter Rationale:
The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.
Ratify KPMG AG as Auditors for Fiscal 2017/18 Mgmt For For
Voter Rationale:
Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Elect Juergen Fitschen to the Supervisory Board Mgmt For For
Elect Claudia Plath to the Supervisory Board Mgmt For Against
Voter Rationale:
For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.
Charter Financial Corporation
Meeting Date: 02/14/2018 Country: USA Meeting Type: Annual Ticker: CHFN
Primary ISIN: US16122W1080 Primary SEDOL: B8T1SQ1
Page 21 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Charter Financial Corporation
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Jane W. Darden Mgmt For Withhold
Voter Rationale:
Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. Furthermore, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Elect Director Thomas M. Lane Mgmt For Withhold
Voter Rationale:
Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. Furthermore, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale:
Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.
Ratify Dixon Hughes Goodman LLP as Auditors Mgmt For For
Cogeco Communications Inc.
Meeting Date: 01/11/2018 Country: Canada Meeting Type: Annual Ticker: CCA
Primary ISIN: CA19239C1068 Primary SEDOL: BZCDFX9
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Louis Audet Mgmt For For
Voter Rationale:
We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders
Elect Director Patricia Curadeau-Grou Mgmt For For
Elect Director Joanne Ferstman Mgmt For For
Elect Director Lib Gibson Mgmt For For
Page 22 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Cogeco Communications Inc.
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director David McAusland Mgmt For Withhold
Voter Rationale:
Directors with significant business ties to the company are not sufficiently independent to serve on key committtes. In addition, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. Moreover, the compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Elect Director Jan Peeters Mgmt For Withhold
Voter Rationale:
We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Elect Director Carole J. Salomon Mgmt For For
Approve Deloitte LLP as Auditors and Authorize Mgmt For For Board to Fix Their Remuneration
Advisory Vote on Executive Compensation Mgmt For For Approach Voter Rationale:
Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
COGECO Inc.
Meeting Date: 01/11/2018 Country: Canada Meeting Type: Annual Ticker: CGO
Primary ISIN: CA19238T1003 Primary SEDOL: 2186890
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Louis Audet Mgmt For For
Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders.
Elect Director Mary-Ann Bell Mgmt For For
Elect Director James C. Cherry Mgmt For For
Voter Rationale: In the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.
Elect Director Normand Legault Mgmt For For
Page 23 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
COGECO Inc.
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director David McAusland Mgmt For Withhold
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Also, directors with long board tenures should not serve on committees that require absolute independence. In addition, directors with significant business ties to the company are not sufficiently independent to serve on key committees. Furthermore, the compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Elect Director Jan Peeters Mgmt For Withhold
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Also, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders.
Approve Deloitte LLP as Auditors and Authorize Mgmt For For Board to Fix Their Remuneration Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Advisory Vote on Executive Compensation Mgmt For For Approach
SP 1: Reference Groups for Executive SH Against Against Compensation
Compagnie des Alpes
Meeting Date: 03/08/2018 Country: France Meeting Type: Annual/Special Ticker: CDA
Primary ISIN: FR0000053324 Primary SEDOL: B1YBWR6
Vote Proposal Text Proponent Mgmt Rec Instruction
Ordinary Business Mgmt
Approve Financial Statements and Statutory Mgmt For For Reports
Approve Consolidated Financial Statements and Mgmt For For Statutory Reports
Approve Allocation of Income and Dividends of Mgmt For For EUR 0.50 per Share
Approve Auditors' Special Report on Mgmt For For Related-Party Transactions Regarding New Transactions
Page 24 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Compagnie des Alpes
Vote Proposal Text Proponent Mgmt Rec Instruction
Renew Appointment of PricewaterhouseCoopers Mgmt For For Audit as Auditor Voter Rationale:
Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Reelect Caisse des Depots et Consignations as Mgmt For Against Director Voter Rationale:
For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Moreover, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Reelect Banque Populaire des Alpes as Director Mgmt For Against
Voter Rationale:
For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Reelect Credit Agricole des Savoie as Director Mgmt For Against
Voter Rationale:
For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Moreover, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Advisory Vote on Compensation of Dominique Mgmt For Against Marcel, Chairman/CEO Voter Rationale:
Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Advisory Vote on Compensation of Agnes Mgmt For Against Pannier-Runacher, Vice CEO Voter Rationale:
Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Approve Remuneration Policy of Dominique Mgmt For Against Marcel, Chairman/CEO Voter Rationale:
The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Approve Remuneration Policy of Agnes Mgmt For Against Pannier-Runacher, Vice CEO Voter Rationale:
The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Authorize Repurchase of Up to 10 Percent of Mgmt For For Issued Share Capital
Acknowledge Amendments in Corporate Mgmt For Against Governance Charter Voter Rationale:
Changes in company's articles or by-laws should not erode shareholder rights.
Page 25 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Compagnie des Alpes
Vote Proposal Text Proponent Mgmt Rec Instruction
Authorize Filing of Required Documents/Other Mgmt For For Formalities
Extraordinary Business Mgmt
Amend Article 9 of Bylaws Re: Employee Mgmt For For Representatives
Authorize up to 1 Percent of Issued Capital for Mgmt For Against Use in Restricted Stock Plans Voter Rationale:
Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant.
Authorize Issuance of Equity or Equity-Linked Mgmt For For Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 92 Million
Authorize Issuance of Equity or Equity-Linked Mgmt For Against Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 35 Million Voter Rationale:
Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities for up to 20 Percent of Issued Capital Per Year for Private Placements Voter Rationale:
Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Authorize Capital Increase of up to 10 Percent Mgmt For Against of Issued Capital for Contributions in Kind Voter Rationale:
Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Authorize Capitalization of Reserves of Up to Mgmt For For EUR 35 Million for Bonus Issue or Increase in Par Value
Authorize Capital Issuances for Use in Employee Mgmt For For Stock Purchase Plans
Set Total Limit for Capital Increase to Result Mgmt For For from All Issuance Requests (Items 17-23) at EUR 92 Million
Approve Cancellation of Previous Resolutions Mgmt For For with the Same Object as Items 17-23
Authorize Filing of Required Documents/Other Mgmt For For Formalities
Costco Wholesale Corporation
Meeting Date: 01/30/2018 Country: USA Meeting Type: Annual Ticker: COST
Primary ISIN: US22160K1051 Primary SEDOL: 2701271
Page 26 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Costco Wholesale Corporation
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Kenneth D. Denman Mgmt For For
Elect Director W. Craig Jelinek Mgmt For For
Elect Director Jeffrey S. Raikes Mgmt For For
Ratify KPMG LLP as Auditors Mgmt For For
Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation
Adopt Simple Majority Vote SH Against For
Adopt Policy Regarding Prison Labor SH Against Against
Cromwell Property Group
Meeting Date: 03/28/2018 Country: Australia Meeting Type: Special Ticker: CMW
Primary ISIN: AU000000CMW8 Primary SEDOL: 6225476
Vote Proposal Text Proponent Mgmt Rec Instruction
Ratify the Past Issuance of Stapled Securities to Mgmt For Against Haiyi Holdings Pte. Ltd. and SingHaiyi Group Ltd. Voter Rationale: If approved, this proposal would allow the board to issue an additional 15% of equities without further shareholder approval, bringing further dilution to shareholders.
CVS Health Corporation
Meeting Date: 03/13/2018 Country: USA Meeting Type: Special Ticker: CVS
Primary ISIN: US1266501006 Primary SEDOL: 2577609
Vote Proposal Text Proponent Mgmt Rec Instruction
Issue Shares in Connection with Merger Mgmt For For
Adjourn Meeting Mgmt For For
Page 27 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Danske Bank A/S
Meeting Date: 03/15/2018 Country: Denmark Meeting Type: Annual Ticker: DANSKE
Primary ISIN: DK0010274414 Primary SEDOL: 4588825
Vote Proposal Text Proponent Mgmt Rec Instruction
Receive Report of Board Mgmt
Accept Financial Statements and Statutory Mgmt For For Reports
Approve Allocation of Income and Dividends of Mgmt For For DKK 10.00 Per Share
Reelect Ole Andersen as Director Mgmt For Abstain
Voter Rationale:
Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Reelect Jorn Jensen as Director Mgmt For For
Reelect Carol Sergeant as Director Mgmt For For
Reelect Lars-Erik Brenoe as Director Mgmt For For
Reelect Rolv Ryssdal as Director Mgmt For For
Reelect Hilde Tonne as Director Mgmt For For
Reelect Jens Due Olsen as Director Mgmt For For
Elect Ingrid Bonde as New Director Mgmt For For
Ratify Deloitte as Auditor Mgmt For For
Approve DKK 408.7 Million Reduction in Share Mgmt For For Capital via Share Cancellation
Approve Creation of DKK 1.79 Billion Pool of Mgmt For For Capital with Preemptive Rights
Approve Creation of DKK 895 Million Pool of Mgmt For For Capital without Preemptive Rights
Amend Articles Re: Remove Age Limit For Mgmt For For Directors
Amend Articles Re: Number of Members of Mgmt For For Executive Board
Authorize Share Repurchase Program Mgmt For For
Approve Remuneration in the Amount of DKK Mgmt For For 1.88 Million for Chairman, DKK 806,250 for Vice Chairman and DKK 537,500 for Other Board Members; Approve Remuneration for Committee Work
Page 28 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Danske Bank A/S
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Guidelines for Incentive-Based Mgmt For For Compensation for Executive Management and Board
Other Business Mgmt
Deere & Company
Meeting Date: 02/28/2018 Country: USA Meeting Type: Annual Ticker: DE
Primary ISIN: US2441991054 Primary SEDOL: 2261203
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Samuel R. Allen Mgmt For For
Voter Rationale:
The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Elect Director Vance D. Coffman Mgmt For Against
Voter Rationale:
Directors with long board tenures should not serve on committees that require absolute independence. Furthermore, this director is not sufficiently independent to serve as the independent lead director. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Elect Director Alan C. Heuberger Mgmt For For
Elect Director Charles O. Holliday, Jr. Mgmt For For
Voter Rationale:
The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Elect Director Dipak C. Jain Mgmt For Against
Voter Rationale:
Directors with long board tenures should not serve on committees that require absolute independence.
Elect Director Michael O. Johanns Mgmt For For
Voter Rationale:
The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Elect Director Clayton M. Jones Mgmt For For
Voter Rationale:
The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Elect Director Brian M. Krzanich Mgmt For For
Voter Rationale:
The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Elect Director Gregory R. Page Mgmt For For
Page 29 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Deere & Company
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Sherry M. Smith Mgmt For For
Elect Director Dmitri L. Stockton Mgmt For For
Elect Director Sheila G. Talton Mgmt For For
Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale:
Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Amend Executive Incentive Bonus Plan Mgmt For For
Ratify Deloitte & Touche LLP as Auditors Mgmt For For
Voter Rationale:
The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Amend Bylaws-- Call Special Meetings SH Against For
Voter Rationale:
Holders of significant share capital should be entitled to call a special meeting. A total holding requirement of 5% is a suitable threshold to prevent abuse.
DNA Oyj
Meeting Date: 03/22/2018 Country: Finland Meeting Type: Annual Ticker: DNA
Primary ISIN: FI4000062385 Primary SEDOL: BD8N722
Vote Proposal Text Proponent Mgmt Rec Instruction
Open Meeting Mgmt
Call the Meeting to Order Mgmt
Designate Inspector or Shareholder Mgmt For For Representative(s) of Minutes of Meeting
Acknowledge Proper Convening of Meeting Mgmt For For
Prepare and Approve List of Shareholders Mgmt For For
Receive Financial Statements and Statutory Mgmt Reports
Accept Financial Statements and Statutory Mgmt For For Reports Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Page 30 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
DNA Oyj
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Allocation of Income and Dividends of Mgmt For For EUR 1.10 Per Share
Approve Discharge of Board and CEO Mgmt For For
Approve Remuneration of Directors in the Mgmt For For Amount of EUR 144,000 for Chairman, and EUR 48,000 for Other Directors; Approve Meeting Fees
Fix Number of Directors at Seven Mgmt For For
Reelect Pertti Korhonen (Chairman), Anu Mgmt For For Nissinen, Tero Ojanpera, Jukka Ottela, Margus Schults, Kirsi Sormunen and Heikki Makijarvi as Directors Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance. Furthermore, the audit committee should be fully independent from the company and majority independent from its major shareholder(s).
Approve Remuneration of Auditors Mgmt For For
Ratify PricewaterhouseCoopers as Auditors Mgmt For For
Authorize Share Repurchase Program Mgmt For For
Approve Issuance of up to 10 Million Shares Mgmt For For without Preemptive Rights
Resolution on the Changing of Classification of Mgmt For For Unrestricted Equity
Close Meeting Mgmt
Dor Alon Energy In Israel (1988) Ltd.
Meeting Date: 01/17/2018 Country: Israel Meeting Type: Special Ticker: DRAL
Primary ISIN: IL0010932023 Primary SEDOL: B0JNCF8
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Sarah Gani as External Director Mgmt For For
Elect Oded Shamir as External Director Mgmt For For
Vote FOR if you are a controlling shareholder or Mgmt None Against have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager
Page 31 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Dor Alon Energy In Israel (1988) Ltd.
Vote Proposal Text Proponent Mgmt Rec Instruction
Please Select Any Category Which Applies to Mgmt You as a Shareholder or as a Holder of Power of Attorney
If you are an Interest Holder as defined in Mgmt None Against Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against.
If you are a Senior Officer as defined in Section Mgmt None Against 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against.
If you are an Institutional Investor as defined in Mgmt None For Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against.
ESSA Bancorp, Inc.
Meeting Date: 03/01/2018 Country: USA Meeting Type: Annual Ticker: ESSA
Primary ISIN: US29667D1046 Primary SEDOL: B1VXG40
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Timothy S. Fallon Mgmt For For
Voter Rationale:
Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Elect Director Robert C. Selig, Jr. Mgmt For For
Voter Rationale:
Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Elect Director Brian T. Regan Mgmt For For
Voter Rationale:
Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Ratify S.R. Snodgrass, P.C. as Auditors Mgmt For For
Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale:
Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Lastly, the remuneration committee should not allow vesting of incentive awards for below median performance.
Page 32 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
EVN AG
Meeting Date: 01/18/2018 Country: Austria Meeting Type: Annual Ticker: EVN
Primary ISIN: AT0000741053 Primary SEDOL: 4295374
Vote Proposal Text Proponent Mgmt Rec Instruction
Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2016/17 (Non-Voting)
Approve Allocation of Income and Dividends of Mgmt For For EUR 0.47 per Share
Approve Discharge of Management and Mgmt For For Supervisory Board for Fiscal 2016/17 Voter Rationale:
The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Ratify KPMG Austria GmbH as Auditors for Fiscal Mgmt For Against 2017/18 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.
F5 Networks, Inc.
Meeting Date: 03/15/2018 Country: USA Meeting Type: Annual Ticker: FFIV
Primary ISIN: US3156161024 Primary SEDOL: 2427599
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director A. Gary Ames Mgmt For Against
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence.
Elect Director Sandra E. Bergeron Mgmt For For
Elect Director Deborah L. Bevier Mgmt For For
Elect Director Jonathan C. Chadwick Mgmt For For
Elect Director Michael L. Dreyer Mgmt For For
Page 33 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
F5 Networks, Inc.
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Alan J. Higginson Mgmt For Against
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Elect Director Peter S. Klein Mgmt For For
Elect Director Francois Locoh-Donou Mgmt For For
Elect Director John McAdam Mgmt For Against
Elect Director Stephen M. Smith *Withdrawn Mgmt Resolution*
Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For For
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: We note that one-off retention awards were made to several directors during the year, which we do not generally support as it points towards the inadequacy of the normal compensation policy to fulfil the objectives of recruitment and retention. However, we consider the company's situation to be relatively exceptional as they replaced their long-standing CEO during the yeah and we appreciate that such a substantial transition does require some extra hand holding, particularly when an outside is chosen over any of the incumbents. We also note that we do not have any major concerns over the normal compensation policy that operates outside of these ah-hoc arrangements. Accordingly we intend to support at this time.
Fortum Oyj
Meeting Date: 03/28/2018 Country: Finland Meeting Type: Annual Ticker: FORTUM
Primary ISIN: FI0009007132 Primary SEDOL: 5579550
Vote Proposal Text Proponent Mgmt Rec Instruction
Open Meeting Mgmt
Call the Meeting to Order Mgmt
Designate Inspector or Shareholder Mgmt For For Representative(s) of Minutes of Meeting
Acknowledge Proper Convening of Meeting Mgmt For For
Prepare and Approve List of Shareholders Mgmt For For
Page 34 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Fortum Oyj
Vote Proposal Text Proponent Mgmt Rec Instruction
Receive Financial Statements and Statutory Mgmt Reports
Accept Financial Statements and Statutory Mgmt For For Reports Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Approve Allocation of Income and Dividends of Mgmt For For EUR 1.10 Per Share
Approve Discharge of Board and President Mgmt For For
Receive Chairman's Review on the Mgmt Remuneration Policy of the Company
Approve Remuneration of Directors in the Mgmt For For Amount of EUR 75,000 for Chairman, EUR57,000 for Vice Chairman, and EUR 40,000 for Other Directors; Approve Attendance Feesfor Board and Committee Work
Fix Number of Directors at Eight Mgmt For For
Reelect Heinz-Werner Binzel, Eva Hamilton, Kim Mgmt For For Ignatius, Matti Lievonen (Chairman), Anja McAlister and Veli-Matti Reinikkala as Directors; Elect Essimari Kairisto and Klaus-Dieter Maubach (Deputy Chairman) as New Directors
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Approve Remuneration of Auditors Mgmt For For
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Ratify Deloitte as Auditors Mgmt For For
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Authorize Share Repurchase Program Mgmt For For
Authorize Reissuance of Repurchased Shares Mgmt For For
Amend Articles Re: Board Size; Auditors; Notice Mgmt For For of General Meeting
Approve Share Cancellation in Connection with Mgmt For For Merger with Lansivoima Oyj
Close Meeting Mgmt
Page 35 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Frasers Commercial Trust
Meeting Date: 01/22/2018 Country: Singapore Meeting Type: Annual Ticker: ND8U
Primary ISIN: SG2C81967185 Primary SEDOL: B11HJT8
Vote Proposal Text Proponent Mgmt Rec Instruction
Adopt Report of the Trustee, Statement by the Mgmt For For Manager, and Audited Financial Statements
Approve KPMG LLP as Auditors and Authorize Mgmt For For Manager to Fix 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.
Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities with or without Preemptive Rights Voter Rationale:
Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Approve Electronic Communications Trust Deed Mgmt For For Supplement
Fujiya Co. Ltd.
Meeting Date: 03/23/2018 Country: Japan Meeting Type: Annual Ticker: 2211
Primary ISIN: JP3821200007 Primary SEDOL: 6356967
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 15
GN Store Nord A/S
Meeting Date: 03/13/2018 Country: Denmark Meeting Type: Annual Ticker: GN
Primary ISIN: DK0010272632 Primary SEDOL: 4501093
Page 36 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
GN Store Nord A/S
Vote Proposal Text Proponent Mgmt Rec Instruction
Receive Report of Board Mgmt
Accept Financial Statements and Statutory Mgmt For For Reports; Approve Discharge of Management and Board
Approve Allocation of Income and Dividends of Mgmt For For DKK 1.25 Per Share
Approve Remuneration of Directors in the Mgmt For For Amount of DKK 825,000 for Chairman, DKK 550,000 for Vice Chairman, and DKK 275,000 for Other Members; Approve Remuneration for Committee Work; Approve Meeting Fees
Reelect Per Wold-Olsen as Director Mgmt For For
Reelect William E. Hoover as Director Mgmt For For
Reelect Wolfgang Reim as Director Mgmt For For
Reelect Helene Barnekow as Director Mgmt For For
Reelect Ronica Wang as Director Mgmt For For
Elect Gitte Pugholm Aabo as New Director Mgmt For For
Ratify Ernst&Young as Auditors Mgmt For For
Voter Rationale:
We do not currently advocate a specific term limit for auditors, but we are increasingly aware that there is value in gaining new perspectives on finances and controls. Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Authorize Share Repurchase Program Mgmt For For
Approve Creation of DKK 116 Million Pool of Mgmt For Against Capital without Preemptive Rights Voter Rationale:
Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company. Moreover, any increase in capital greater than 50% of the issued share capital with pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company.
Approve Guidelines for Incentive-Based Mgmt For Against Compensation for Executive Management and Board 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. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Amend Articles Re: Language of Publications Mgmt For For
Proposals From Shareholders (None Submitted) Mgmt
Other Business Mgmt
Page 37 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
H. Lundbeck A/S
Meeting Date: 03/20/2018 Country: Denmark Meeting Type: Annual Ticker: LUN
Primary ISIN: DK0010287234 Primary SEDOL: 7085259
Vote Proposal Text Proponent Mgmt Rec Instruction
Receive Report of Board Mgmt
Accept Financial Statements and Statutory Mgmt For For Reports Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Approve Allocation of Income and Dividends of Mgmt For For DKK 8.00 Per Share
Reelect Lars Rasmussen as Director Mgmt For Abstain
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Reelect Lene Skole-Sorensen as Director Mgmt For For
Reelect Lars Holmqvist as Director Mgmt For For
Reelect Jeremy Levin as Director Mgmt For Abstain
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Elect Jeffrey Berkowitz as New Director Mgmt For For
Elect Henrik Andersen as New Director Mgmt For For
Approve Remuneration of Directors in the Mgmt For For Amount of DKK 1.05 million for Chairman, DKK 700,000 for Vice Chairman and DKK 350,000 for Other Directors; Approve Fees for Committee Work
Ratify Deloitte as Auditors Mgmt For For
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Authorize Share Repurchase Program Mgmt For For
Authorize Editorial Changes to Adopted Mgmt For For Resolutions in Connection with Registration with Danish Authorities
Other Business Mgmt
Page 38 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Hokkaido Coca-Cola Bottling Co. Ltd.
Meeting Date: 03/29/2018 Country: Japan Meeting Type: Annual Ticker: 2573
Primary ISIN: JP3847800004 Primary SEDOL: 6431314
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 6
Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Connection with Reverse Stock Split
Amend Articles to Update Authorized Capital in Mgmt For For Connection with Reverse Stock Split - Reduce Share Trading Unit - Amend Provisions on Number of Directors
Elect Director Sasaki, Yasuyuki Mgmt For Against
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Elect Director Yamada, Yusuke Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Uchida, Hiroki Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Ayabe, Tetsuro Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Kawamura, Masahiko Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Komatsu, Goichi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Sunohara, Makoto Mgmt For For
Elect Director Tomioka, Shunsuke Mgmt For For
Elect Director Hashimoto, Hirofumi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Appoint Statutory Auditor Adachi, Keiji Mgmt For For
Appoint Statutory Auditor Goto, Takenori Mgmt For For
Page 39 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Hua Hong Semiconductor Ltd
Meeting Date: 02/14/2018 Country: Hong Kong Meeting Type: Special Ticker: 1347
Primary ISIN: HK0000218211 Primary SEDOL: BRB3857
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Subscription Agreement and Related Mgmt For For Transactions
Authorize Board for the Allotment and Issuance Mgmt For For of Subscription Shares in Relation to the Subscription Agreement
Approve JV Agreement and Related Transactions Mgmt For For
Approve Capital Increase Agreement and Mgmt For For Related Transactions
Authorize Any One Director to Deal With All Mgmt For For Matters in Relation to Subscription Agreement, JV Agreement, Capital Increase Agreement and Related Transactions
Imperial Brands PLC
Meeting Date: 02/07/2018 Country: United Kingdom Meeting Type: Annual Ticker: IMB
Primary ISIN: GB0004544929 Primary SEDOL: 0454492
Vote Proposal Text Proponent Mgmt Rec Instruction
Accept Financial Statements and Statutory Mgmt For For Reports
Approve Remuneration Report Mgmt For For
Approve Remuneration Policy Mgmt For For
Approve Final Dividend Mgmt For For
Re-elect Alison Cooper as Director Mgmt For For
Re-elect Therese Esperdy as Director Mgmt For For
Re-elect David Haines as Director Mgmt For For
Elect Simon Langelier as Director Mgmt For For
Re-elect Matthew Phillips as Director Mgmt For For
Page 40 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Imperial Brands PLC
Vote Proposal Text Proponent Mgmt Rec Instruction
Re-elect Steven Stanbrook as Director Mgmt For For
Re-elect Oliver Tant as Director Mgmt For For
Re-elect Mark Williamson as Director Mgmt For For
Re-elect Karen Witts as Director Mgmt For For
Re-elect Malcolm Wyman as Director Mgmt For For
Reappoint PricewaterhouseCoopers LLP as Mgmt For For Auditors
Authorise the Audit Commitee to Fix Mgmt For For Remuneration of Auditors
Authorise EU Political Donations and Mgmt For For Expenditure
Authorise Issue of Equity with Pre-emptive Mgmt For For Rights
Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
Authorise Market Purchase of Ordinary Shares Mgmt For For
Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice
Intershop Holding AG
Meeting Date: 03/28/2018 Country: Switzerland Meeting Type: Annual Ticker: ISN
Primary ISIN: CH0273774791 Primary SEDOL: BW4NR74
Vote Proposal Text Proponent Mgmt Rec Instruction
Receive Financial Statements and Statutory Mgmt Reports (Non-Voting)
Accept Consolidated Financial Statements and Mgmt For For Statutory Reports
Accept Annual Financial Statements Mgmt For For
Approve Allocation of Income and Dividends of Mgmt For For CHF 22 per Share
Approve Discharge of Board and Senior Mgmt For For Management
Approve Remuneration of Directors in the Mgmt For For Amount of CHF 400,00
Page 41 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Intershop Holding AG
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Remuneration of Executive Committee Mgmt For Against in the Amount of CHF 3.7 Million Voter Rationale: A vote AGAINST this proposal is warranted because- A substantial portion of variable compensation is determined by a discretionary ex-post assessment of the board of directors and is not based on the achievement of defined performance targets or objectives.- The grant of equity compensation to executive management is based on return on equity achieved during the year. The targets do not appear to be challenging in light of the company's past performance. Moreover, share awards are not subject to any further performance conditions after grant.
Reelect Dieter Marmet as Director Mgmt For For
Reelect Charles Stettler as Director Mgmt For For
Elect Ernst Schaufelberger as Director Mgmt For For
Reelect Dieter Marmet as Board Chairman Mgmt For For
Reappoint Dieter Marmet as Member of the Mgmt For For Compensation Committee
Reappoint Charles Stettler as Member of the Mgmt For For Compensation Committee
Appoint Ernst Schaufelberger as Member of the Mgmt For For Compensation Committee
Designate Grendelmeier Jenny & Partner as Mgmt For For Independent Proxy
Ratify PricewaterhouseCoopers AG as Auditors Mgmt For For
Transact Other Business (Voting) Mgmt For Against
Voter Rationale: A vote AGAINST is warranted because- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Invesco Office J-Reit Inc.
Meeting Date: 01/10/2018 Country: Japan Meeting Type: Special Ticker: 3298
Primary ISIN: JP3047760008 Primary SEDOL: BMBL9L9
Vote Proposal Text Proponent Mgmt Rec Instruction
Amend Articles to Reflect Changes in Law Mgmt For For
Elect Executive Director Minemura, Yugo Mgmt For For
Elect Alternate Executive Director Tsuji, Mgmt For For Yasuyuki
Elect Supervisory Director Kawasaki, Eiji Mgmt For For
Page 42 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Invesco Office J-Reit Inc.
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Supervisory Director Toda, Yusuke Mgmt For For
Elect Supervisory Director Yoshida, Kohei Mgmt For For
J & J SNACK FOODS CORP.
Meeting Date: 02/09/2018 Country: USA Meeting Type: Annual Ticker: JJSF
Primary ISIN: US4660321096 Primary SEDOL: 2469171
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Sidney R. Brown Mgmt For Withhold
Voter Rationale:
Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. Moreover, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually. Furthermore, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale:
A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Furthermore, 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.
Approve Stock Option Plan Mgmt For Against
Voter Rationale:
Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Japan Tobacco Inc
Meeting Date: 03/27/2018 Country: Japan Meeting Type: Annual Ticker: 2914
Primary ISIN: JP3726800000 Primary SEDOL: 6474535
Page 43 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Japan Tobacco Inc
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 70
Amend Articles to Remove All Provisions on Mgmt For For Advisory Positions
Elect Director Tango, Yasutake Mgmt For For
Elect Director Terabatake, Masamichi Mgmt For For
Elect Director Iwai, Mutsuo Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Minami, Naohiro Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Hirowatari, Kiyohide Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Koda, Main Mgmt For For
Elect Director Watanabe, Koichiro Mgmt For For
Appoint Statutory Auditor Nagata, Ryoko Mgmt For For
Appoint Alternate Statutory Auditor Masaki, Mgmt For For Michio
Kearny Financial Corp.
Meeting Date: 03/01/2018 Country: USA Meeting Type: Special Ticker: KRNY
Primary ISIN: US48716P1084 Primary SEDOL: BY3H7G0
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Merger Agreement Mgmt For For
Adjourn Meeting Mgmt For For
Page 44 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Kuraray Co. Ltd.
Meeting Date: 03/23/2018 Country: Japan Meeting Type: Annual Ticker: 3405
Primary ISIN: JP3269600007 Primary SEDOL: 6497662
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 22
Elect Director Ito, Masaaki Mgmt For For
Elect Director Matsuyama, Sadaaki Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Kugawa, Kazuhiko Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Hayase, Hiroaya Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Nakayama, Kazuhiro Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Abe, Kenichi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Sano, Yoshimasa Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Hamaguchi, Tomokazu Mgmt For For
Elect Director Hamano, Jun Mgmt For For
Appoint Statutory Auditor Yamane, Yukinori 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.
Appoint Statutory Auditor Nagahama, 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.
Page 45 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Maabarot Products Ltd.
Meeting Date: 01/30/2018 Country: Israel Meeting Type: Special Ticker: MABR
Primary ISIN: IL0005280180 Primary SEDOL: 6567532
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Director/Officer Liability & Mgmt For For Indemnification Insurance
Vote FOR if you are a controlling shareholder or Mgmt None Against have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager
Please Select Any Category Which Applies to Mgmt You as a Shareholder or as a Holder of Power of Attorney
If you are an Interest Holder as defined in Mgmt None Against Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against.
If you are a Senior Officer as defined in Section Mgmt None Against 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against.
If you are an Institutional Investor as defined in Mgmt None For Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against.
Maabarot Products Ltd.
Meeting Date: 02/15/2018 Country: Israel Meeting Type: Special Ticker: MABR
Primary ISIN: IL0005280180 Primary SEDOL: 6567532
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Service Agreement with Kibbutz Mgmt For For Maabarot
Approve Board Chairman Services Agreement Mgmt For For with Kibbutz Maabarot
Approve General Services Agreement with Mgmt For For Kibbutz Maabarot
Page 46 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Maabarot Products Ltd.
Vote Proposal Text Proponent Mgmt Rec Instruction
Amend Compensation Policy for the Directors Mgmt For Against and Officers of the Company Voter Rationale:
Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Vote FOR if you are a controlling shareholder or Mgmt None Against have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager
Please Select Any Category Which Applies to Mgmt You as a Shareholder or as a Holder of Power of Attorney
If you are an Interest Holder as defined in Mgmt None Against Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against.
If you are a Senior Officer as defined in Section Mgmt None Against 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against.
If you are an Institutional Investor as defined in Mgmt None For Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against.
If you do not fall under any of the categories Mgmt None Against mentioned under items B1 through B3, vote FOR. Otherwise, vote against.
Manutan International
Meeting Date: 03/08/2018 Country: France Meeting Type: Annual/Special Ticker: MAN
Primary ISIN: FR0000032302 Primary SEDOL: 4564869
Vote Proposal Text Proponent Mgmt Rec Instruction
Ordinary Business Mgmt
Approve Financial Statements and Statutory Mgmt For For Reports
Approve Consolidated Financial Statements and Mgmt For For Statutory Reports
Approve Allocation of Income and Dividends of Mgmt For For EUR 1.65 per Share
Page 47 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Manutan International
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Auditors' Special Report on Mgmt For Against Related-Party Transactions Regarding New Transactions Voter Rationale:
If granted, payments to former executives should be no greater than two times base salary and should be linked to meaningful performance conditions. Moreover, if granted, payments to former executives should be subject to appropriate performance targets and triggering events that are in line with market best practice.
Reelect Violette Watine as Director Mgmt For For
Approve Remuneration Policy of Executive Mgmt For Against Corporate Officers (Chairman, CEO, Vice CEOs)
Voter Rationale:
The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Authorize Repurchase of Up to 5 Percent of Mgmt For Against Issued Share Capital Voter Rationale:
This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Extraordinary Business Mgmt
Authorize Decrease in Share Capital via Mgmt For For Cancellation of Repurchased Shares
Amend Article 4 of Bylaws Re: Headquarters Mgmt For For
Amend Article 14 of Bylaws Re: Employee Mgmt For For Representative
Amend Article 14.5 of Bylaws Re: Age Limit of Mgmt For Against Chairman Voter Rationale:
Any limitation of directors' tenure should be expressed as a number of terms rather than age of individual board members.
Authorize Filing of Required Documents/Other Mgmt For For Formalities
McDonald's Holdings Company (Japan) Ltd.
Meeting Date: 03/28/2018 Country: Japan Meeting Type: Annual Ticker: 2702
Primary ISIN: JP3750500005 Primary SEDOL: 6371863
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 30
Elect Director Sarah L. Casanova Mgmt For For
Page 48 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
McDonald's Holdings Company (Japan) Ltd.
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Arosha Yijemuni Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Ueda, Masataka Mgmt For For
Approve Compensation Ceiling for Directors Mgmt For For
Metro AG
Meeting Date: 02/16/2018 Country: Germany Meeting Type: Annual Ticker: B4B
Primary ISIN: DE000BFB0019 Primary SEDOL: BD6QT83
Vote Proposal Text Proponent Mgmt Rec Instruction
Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2016/17 (Non-Voting)
Approve Allocation of Income and Dividends of Mgmt For For EUR 0.70 per Ordinary Share and EUR 0.70 per Preference Share
Approve Discharge of Management Board for Mgmt For For Fiscal 2016/17
Approve Discharge of Supervisory Board for Mgmt For For Fiscal 2016/17 Voter Rationale:
The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Ratify KPMG AG as Auditors for Fiscal 2017/18 Mgmt For For
Voter Rationale:
Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Elect Herbert Bolliger to the Supervisory Board Mgmt For For
Approve Remuneration System for Management Mgmt For Against Board Members Voter Rationale:
Companies should not extend vesting periods or allow re-testing of performance targets because this weakens the effectiveness of incentive schemes. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, 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.
Amend Authorized Capital to Allow Issuance of Mgmt For Against Script Dividends Voter Rationale:
Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Page 49 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Metro AG
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Issuance of Warrants/Bonds with Mgmt For Against Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 1.5 Billion; Approve Creation of EUR 50 Million Pool of Capital to Guarantee Conversion Rights
Voter Rationale:
Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Metro Inc.
Meeting Date: 01/30/2018 Country: Canada Meeting Type: Annual Ticker: MRU
Primary ISIN: CA59162N1096 Primary SEDOL: 2583952
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Maryse Bertrand Mgmt For For
Elect Director Stephanie Coyles Mgmt For For
Elect Director Marc DeSerres Mgmt For Withhold
Voter Rationale:
Directors with long board tenures should not serve on committees that require absolute independence.
Elect Director Claude Dussault Mgmt For Withhold
Voter Rationale:
Directors with long board tenures should not serve on committees that require absolute independence.
Elect Director Russell Goodman Mgmt For For
Elect Director Marc Guay Mgmt For For
Elect Director Christian W.E. Haub Mgmt For For
Elect Director Eric R. La Fleche Mgmt For For
Elect Director Christine Magee Mgmt For For
Elect Director Marie-Jose Nadeau Mgmt For Withhold
Voter Rationale:
Directors with long board tenures should not serve on committees that require absolute independence.
Elect Director Real Raymond Mgmt For For
Elect Director Line Rivard Mgmt For For
Ratify Ernst & Young LLP as Auditors Mgmt For For
Page 50 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Metro Inc.
Vote Proposal Text Proponent Mgmt Rec Instruction
Advisory Vote on Executive Compensation Mgmt For Against Approach Voter Rationale:
A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice for large companies. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mobilezone Holding AG
Meeting Date: 03/09/2018 Country: Switzerland Meeting Type: Special Ticker: MOZN
Primary ISIN: CH0276837694 Primary SEDOL: BWWYWC9
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Creation of CHF 91,987 Pool of Capital Mgmt For Against with Preemptive Rights Voter Rationale: A vote AGAINST this proposal is warranted because the company fails to provide sufficient information to assess whether the process of determining the terms of the transaction with TPHCom, which would be funded by proceeds of this capital increase, was carried out in the interest of shareholders.
Transact Other Business (Voting) Mgmt For Against
Voter Rationale: A vote AGAINST is warranted because- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
New Century Resources Limited
Meeting Date: 02/23/2018 Country: Australia Meeting Type: Special Ticker: NCZ
Primary ISIN: AU000000NCZ9 Primary SEDOL: BF18NK8
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Issuance of Consideration Securities to Mgmt For For Patrick Walta
Approve Issuance of Consideration Securities to Mgmt For For Evan Cranston
Page 51 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
New Century Resources Limited
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Acquisition of Substantial Asset in Mgmt For For Century Bull Pty Ltd from the Majority Vendors
Approve Issuance of Consideration Securities to Mgmt For For the Majority Vendors
Approve Issuance of Consideration Securities to Mgmt For For the Minority Vendors
Ratify Past Issuance of Shares to Sophisticated Mgmt For Against and Professional Investors Voter Rationale:
If approved, this proposal would allow the board to issue an additional 15% of equities without further shareholder approval, bringing further dilution to shareholders.
Elect Peter Watson as Director Mgmt For For
Novartis AG
Meeting Date: 03/02/2018 Country: Switzerland Meeting Type: Annual Ticker: NOVN
Primary ISIN: CH0012005267 Primary SEDOL: 7103065
Vote Proposal Text Proponent Mgmt Rec Instruction
Accept Financial Statements and Statutory Mgmt For For Reports
Approve Discharge of Board and Senior Mgmt For For Management
Approve Allocation of Income and Dividends of Mgmt For For CHF 2.80 per Share
Approve CHF 33.1 Million Reduction in Share Mgmt For For Capital via Cancellation of Repurchased Shares
Approve Maximum Total Remuneration of Mgmt For For Directors in the Amount of CHF 8.2 Million
Approve Maximum Total Remuneration of Mgmt For For Executive Committee in the Amount of CHF 92 Million
Approve Remuneration Report (Non-Binding) Mgmt For For
Reelect Joerg Reinhardt as Director and Board Mgmt For For Chairman
Reelect Nancy Andrews as Director Mgmt For For
Reelect Dimitri Azar as Director Mgmt For For
Reelect Ton Buechner as Director Mgmt For For
Page 52 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Novartis AG
Vote Proposal Text Proponent Mgmt Rec Instruction
Reelect Srikant Datar as Director Mgmt For Against
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Reelect Elizabeth Doherty as Director Mgmt For For
Reelect Ann Fudge as Director Mgmt For For
Reelect Frans van Houten as Director Mgmt For For
Reelect Andreas von Planta as Director Mgmt For For
Reelect Charles Sawyers as Director Mgmt For For
Reelect Enrico Vanni as Director Mgmt For For
Reelect William Winters as Director Mgmt For For
Reappoint Srikant Datar as Member of the Mgmt For For Compensation Committee
Reappoint Ann Fudge as Member of the Mgmt For For Compensation Committee
Reappoint Enrico Vanni as Member of the Mgmt For For Compensation Committee
Reappoint William Winters as Member of the Mgmt For For Compensation Committee
Ratify PricewaterhouseCoopers AG as Auditors Mgmt For For
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Designate Peter Andreas as Independent Proxy Mgmt For For
Transact Other Business (Voting) Mgmt For Against
Voter Rationale: This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Vote Proposal Text Proponent Mgmt Rec Instruction
Accept Financial Statements and Statutory Mgmt For For Reports
Approve Discharge of Board and Senior Mgmt For For Management
Approve Allocation of Income and Dividends of Mgmt For For CHF 2.80 per Share
Page 53 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Novartis AG
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve CHF 33.1 Million Reduction in Share Mgmt For For Capital via Cancellation of Repurchased Shares
Approve Maximum Total Remuneration of Mgmt For For Directors in the Amount of CHF 8.2 Million
Approve Maximum Total Remuneration of Mgmt For For Executive Committee in the Amount of CHF 92 Million
Approve Remuneration Report (Non-Binding) Mgmt For For
Reelect Joerg Reinhardt as Director and Board Mgmt For For Chairman
Reelect Nancy Andrews as Director Mgmt For For
Reelect Dimitri Azar as Director Mgmt For For
Reelect Ton Buechner as Director Mgmt For For
Reelect Srikant Datar as Director Mgmt For For
Reelect Elizabeth Doherty as Director Mgmt For For
Reelect Ann Fudge as Director Mgmt For For
Reelect Frans van Houten as Director Mgmt For For
Reelect Andreas von Planta as Director Mgmt For For
Reelect Charles Sawyers as Director Mgmt For For
Reelect Enrico Vanni as Director Mgmt For For
Reelect William Winters as Director Mgmt For For
Reappoint Srikant Datar as Member of the Mgmt For For Compensation Committee
Reappoint Ann Fudge as Member of the Mgmt For For Compensation Committee
Reappoint Enrico Vanni as Member of the Mgmt For For Compensation Committee
Reappoint William Winters as Member of the Mgmt For For Compensation Committee
Ratify PricewaterhouseCoopers AG as Auditors Mgmt For For
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Designate Peter Andreas as Independent Proxy Mgmt For For
Transact Other Business (Voting) Mgmt For Against
Voter Rationale: A vote AGAINST is warranted because- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Page 54 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
NV BEKAERT SA
Meeting Date: 03/28/2018 Country: Belgium Meeting Type: Special Ticker: BEKB
Primary ISIN: BE0974258874 Primary SEDOL: 5827431
Vote Proposal Text Proponent Mgmt Rec Instruction
Special Meeting Agenda Mgmt
Receive Special Board Report Mgmt
Authorize Board to Repurchase Shares in the Mgmt For Against Event of a Serious and Imminent Harm Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.Moreover, this authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Authorize Board to Issue Shares in the Event of Mgmt For Against a Public Tender Offer or Share Exchange Offer and Renew Authorization to Increase Share Capital within the Framework of Authorized Capital
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Amend Articles to Reflect Changes in Capital Mgmt For For and Include Transition Clauses
Oenon Holdings Inc.
Meeting Date: 03/23/2018 Country: Japan Meeting Type: Annual Ticker: 2533
Primary ISIN: JP3307400006 Primary SEDOL: 6374301
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 7
Elect Director Saito, Tadao Mgmt For For
Appoint Alternate Statutory Auditor Ono, Mgmt For Against Takayoshi Voter Rationale: The Kansayaku 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 55 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Orion Oyj
Meeting Date: 03/20/2018 Country: Finland Meeting Type: Annual Ticker: ORNBV
Primary ISIN: FI0009014377 Primary SEDOL: B17NY40
Vote Proposal Text Proponent Mgmt Rec Instruction
Open Meeting Mgmt
Call the Meeting to Order Mgmt
Designate Inspector or Shareholder Mgmt For For Representative(s) of Minutes of Meeting
Acknowledge Proper Convening of Meeting Mgmt For For
Prepare and Approve List of Shareholders Mgmt For For
Receive Financial Statements and Statutory Mgmt Reports
Accept Financial Statements and Statutory Mgmt For For Reports
Approve Allocation of Income and Dividends of Mgmt For For EUR 1.45 Per Share
Approve Discharge of Board and President Mgmt For For
Approve Remuneration of Directors in the Mgmt For For Amount of EUR 84,000 for Chairman, EUR 55,000 for Vice Chairman, and EUR 42,000 for Other Directors; Approve Meeting Fees
Fix Number of Directors at Seven Mgmt For For
Reelect Sirpa Jalkanen, Ari Lehtoranta, Timo Mgmt For For Maasilta, Hilpi Rautelin, Eija Ronkainen, Mikael Silvennoinen and Heikki Westerlund (Chairman) as Directors Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Approve Remuneration of Auditors Mgmt For For
Ratify KPMG as Auditors Mgmt For For
Close Meeting Mgmt
Otsuka Corporation
Meeting Date: 03/28/2018 Country: Japan Meeting Type: Annual Ticker: 4768
Primary ISIN: JP3188200004 Primary SEDOL: 6267058
Page 56 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Otsuka Corporation
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 140
Elect Director Fujino, Takuo Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Paz Oil Company Ltd.
Meeting Date: 02/15/2018 Country: Israel Meeting Type: Special Ticker: PZOL
Primary ISIN: IL0011000077 Primary SEDOL: B1L3K60
Vote Proposal Text Proponent Mgmt Rec Instruction
Select one external director candidate out of a Mgmt pool of two candidates
Reelect Meira Git as External Director Mgmt For For
Elect Naomi Sandhaus as External Director Mgmt For Against
Voter Rationale: The board should supply rationale for the replacement of the incumbent external director. Failing that, we are unable to support this proposal.
Vote FOR if you are a controlling shareholder or Mgmt None Against have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager
Please Select Any Category Which Applies to Mgmt You as a Shareholder or as a Holder of Power of Attorney
If you are an Interest Holder as defined in Mgmt None Against Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against.
If you are a Senior Officer as defined in Section Mgmt None Against 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against.
If you are an Institutional Investor as defined in Mgmt None For Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against.
Page 57 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Plus500 Ltd.
Meeting Date: 01/16/2018 Country: Israel Meeting Type: Special Ticker: PLUS
Primary ISIN: IL0011284465 Primary SEDOL: BBT3PS9
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Remuneration Terms of CEO Mgmt For Against
Voter Rationale:
Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Approve Remuneration Terms of CFO Mgmt For Against
Voter Rationale:
Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Amend Compensation Policy for the Directors Mgmt For For and Officers of the Company
Vote FOR if you are a controlling shareholder or Mgmt None Against have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager
Raisio Group
Meeting Date: 03/21/2018 Country: Finland Meeting Type: Annual Ticker: RAIVV
Primary ISIN: FI0009002943 Primary SEDOL: 5446632
Vote Proposal Text Proponent Mgmt Rec Instruction
Open Meeting Mgmt
Call the Meeting to Order Mgmt
Designate Inspector or Shareholder Mgmt For For Representative(s) of Minutes of Meeting
Acknowledge Proper Convening of Meeting Mgmt For For
Prepare and Approve List of Shareholders Mgmt For For
Receive Financial Statements and Statutory Mgmt Reports
Page 58 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Raisio Group
Vote Proposal Text Proponent Mgmt Rec Instruction
Accept Financial Statements and Statutory Mgmt For For Reports Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Approve Allocation of Income and Dividends of Mgmt For For EUR 0.17 Per Share
Approve Discharge of Board and President Mgmt For For
Approve Remuneration of Supervisory Board Mgmt For For Members
Fix Number of Supervisory Board Members at Mgmt For For 25
Reelect Holger Falck, Marten Forss, Mikael Mgmt For For Holmberg, Markku Kiljala, Tuomas Levomaki, Heikki Pohjala and Tapio Ylitalo as Members of Supervisory Board; Elect Kimmo Inovaara as New Member of Supervisory Board
Approve Remuneration of Directors Mgmt For For
Fix Number of Directors Mgmt For For
Elect Directors Mgmt For For
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Approve Remuneration of Auditors Mgmt For For
Fix Number of Auditors (2) and Deputy Auditors Mgmt For For (2)
Appoint Esa Kailiala and Kimmo Antonen as Mgmt For For Auditors and Appoint Niklas Oikia and KPMG as Deputy Auditors
Authorize Share Repurchase Program Mgmt For For
Approve Issuance of up to 20 Million Shares Mgmt For Against without Preemptive Rights; Approve Conveyance of 14 Million Free Shares and 1.5 Million Restricted Shares Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Close Meeting Mgmt
Rogers Sugar Inc.
Meeting Date: 02/01/2018 Country: Canada Meeting Type: Annual Ticker: RSI
Primary ISIN: CA77519R1029 Primary SEDOL: B3Q12H8
Page 59 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Rogers Sugar Inc.
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Dean Bergmame Mgmt For For
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Elect Director William Maslechko Mgmt For For
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Elect Director M. Dallas H. Ross Mgmt For Withhold
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Elect Director Daniel Lafrance Mgmt For For
Voter Rationale: In the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process. In addition, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Elect Director Gary M. Collins Mgmt For For
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Approve KPMG LLP as Auditors and Authorize Mgmt For For Board to Fix 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.
Election of Directors of Lantic Inc. Mgmt
Elect Director M. Dallas H. Ross Mgmt For Withhold
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Elect Director Daniel Lafrance Mgmt For For
Voter Rationale: .
Sally Beauty Holdings, Inc.
Meeting Date: 02/01/2018 Country: USA Meeting Type: Annual Ticker: SBH
Primary ISIN: US79546E1047 Primary SEDOL: B1GZ005
Page 60 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Sally Beauty Holdings, Inc.
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Katherine Button Bell Mgmt For For
Elect Director Christian A. Brickman Mgmt For For
Elect Director Marshall E. Eisenberg Mgmt For For
Elect Director David W. Gibbs Mgmt For For
Elect Director Linda Heasley Mgmt For For
Elect Director Joseph C. Magnacca Mgmt For For
Elect Director Robert R. McMaster Mgmt For For
Elect Director John A. Miller Mgmt For For
Elect Director Susan R. Mulder Mgmt For For
Elect Director Edward W. Rabin Mgmt For For
Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale:
A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Ratify KPMG LLP as Auditors Mgmt For For
Voter Rationale:
The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Sanderson Farms, Inc.
Meeting Date: 02/15/2018 Country: USA Meeting Type: Annual Ticker: SAFM
Primary ISIN: US8000131040 Primary SEDOL: 2774336
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director John H. Baker, III Mgmt For Withhold
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence.
Page 61 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Sanderson Farms, Inc.
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director John Bierbusse Mgmt For For
Elect Director Mike Cockrell Mgmt For For
Elect Director Suzanne T. Mestayer Mgmt For For
Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale: We support the proposal with caution. Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Lastly, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Ratify Ernst & Young LLP as Auditors Mgmt For For
Adopt a Policy to Phase Out Use of Medically SH Against For Important Antibiotics For Growth Promotion and Disease Prevention Voter Rationale: We support this proposal on the basis that the company's current disclosures in this area merit improving. Stronger policies on antibiotics use would address risks related to changing consumer preferences, reputational damage, and potential future regulation.
Require Independent Board Chairman SH Against For
Voter Rationale: Appointing a fully independent chairman creates a balance of power that is more conducive to long-term performance. A board headed by management cannot reasonably provide the best oversight and evaluation of management's performance.
Secure Income REIT Plc
Meeting Date: 03/27/2018 Country: United Kingdom Meeting Type: Special Ticker: SIR
Primary ISIN: GB00BLMQ9L68 Primary SEDOL: BLMQ9L6
Vote Proposal Text Proponent Mgmt Rec Instruction
Authorise Issue of Shares in Connection with Mgmt For For the Placing
Authorise Issue of Shares without Pre-emptive Mgmt For For Rights in Connection with the Placing
Shoe Zone Plc
Meeting Date: 03/01/2018 Country: United Kingdom Meeting Type: Annual Ticker: SHOE
Primary ISIN: GB00BLTVCF91 Primary SEDOL: BLTVCF9
Page 62 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Shoe Zone Plc
Vote Proposal Text Proponent Mgmt Rec Instruction
Accept Financial Statements and Statutory Mgmt For For Reports
Approve Final Dividend Mgmt For For
Re-elect Charles Smith as Director Mgmt For For
Re-elect Anthony Smith as Director Mgmt For For
Re-elect Nick Davis as Director Mgmt For For
Elect Jonathan Fearn as Director Mgmt For For
Re-elect Charlie Caminada as Director Mgmt For For
Re-elect Jeremy Sharman as Director Mgmt For For
Re-elect Malcolm Collins as Director Mgmt For For
Reappoint BDO LLP as Auditors Mgmt For For
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.
Authorise Board to Fix Remuneration of Auditors Mgmt For For
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.
Authorise Political Donations and Expenditure Mgmt For For
Authorise Issue of Equity with Pre-emptive Mgmt For For Rights
Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Other Capital Investment
Authorise Market Purchase of Ordinary Shares Mgmt For For
Showa Shell Sekiyu K.K.
Meeting Date: 03/28/2018 Country: Japan Meeting Type: Annual Ticker: 5002
Primary ISIN: JP3366800005 Primary SEDOL: 6805544
Page 63 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Showa Shell Sekiyu K.K.
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 21
Amend Articles to Clarify Director Authority on Mgmt For For Shareholder Meetings - Amend Provisions on Director Titles - Clarify Director Authority on Board Meetings - Change Fiscal Year End
Elect Director Kameoka, Tsuyoshi Mgmt For For
Elect Director Okada, Tomonori Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Otsuka, Norio Mgmt For For
Elect Director Yasuda, Yuko Mgmt For For
Elect Director Anwar Hejazi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Omar Al Amudi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Seki, Daisuke Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Saito, Katsumi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Appoint Statutory Auditor Miyazaki, Midori Mgmt For For
Appoint Alternate Statutory Auditor Mura, Kazuo Mgmt For For
Approve Annual Bonus Mgmt For For
Shufersal Ltd.
Meeting Date: 02/20/2018 Country: Israel Meeting Type: Special Ticker: SAE
Primary ISIN: IL0007770378 Primary SEDOL: 6860543
Page 64 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Shufersal Ltd.
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Employment Terms of Board Chairman Mgmt For For
Vote FOR if you are a controlling shareholder or Mgmt None Against have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager
Please Select Any Category Which Applies to Mgmt You as a Shareholder or as a Holder of Power of Attorney
If you are an Interest Holder as defined in Mgmt None Against Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against.
If you are a Senior Officer as defined in Section Mgmt None Against 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against.
If you are an Institutional Investor as defined in Mgmt None For Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against.
Skandinaviska Enskilda Banken
Meeting Date: 03/26/2018 Country: Sweden Meeting Type: Annual Ticker: SEB A
Primary ISIN: SE0000148884 Primary SEDOL: 4813345
Vote Proposal Text Proponent Mgmt Rec Instruction
Open Meeting Mgmt
Elect Chairman of Meeting Mgmt For For
Prepare and Approve List of Shareholders Mgmt For For
Approve Agenda of Meeting Mgmt For For
Designate Inspector(s) of Minutes of Meeting Mgmt For For
Acknowledge Proper Convening of Meeting Mgmt For For
Page 65 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Skandinaviska Enskilda Banken
Vote Proposal Text Proponent Mgmt Rec Instruction
Receive Financial Statements and Statutory Mgmt Reports
Receive President's Report Mgmt
Accept Financial Statements and Statutory Mgmt For For Reports
Approve Allocation of Income and Dividends of Mgmt For For SEK 5.75 Per Share
Approve Discharge of Board and President Mgmt For For
Determine Number of Members (11) and Mgmt For For Deputy Members (0) of Board; Determine Number of Auditors (1) and Deputy Auditors (0)
Approve Remuneration of Directors in the Mgmt For For Amount of SEK 2.94 Million for Chairman, SEK930,000 for the Vice Chairmen, and SEK 700,000 for Other Directors: Approve Remuneration for Committee Work, Approve Remuneration of Auditors
Reelect Johan Andresen as Director Mgmt For For
Reelect Signhild Arnegard Hansen as Director Mgmt For For
Reelect Samir Brikho as Director Mgmt For For
Reelect Winnie Fok as Director Mgmt For For
Reelect Tomas Nicolin as Director Mgmt For For
Reelect Sven Nyman as Director Mgmt For For
Reelect Jesper Ovesen 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, we voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Reelect Helena Saxon 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, we voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Reelect Johan Torgeby as Director Mgmt For For
Page 66 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Skandinaviska Enskilda Banken
Vote Proposal Text Proponent Mgmt Rec Instruction
Reelect Marcus Wallenberg 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, we voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Finally, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Reelect Sara Ohrvall 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.
Reelect Marcus Wallenberg as Chairman of the Mgmt For Against Board Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Finally, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Ratify PricewaterhouseCoopers as Auditors Mgmt For For
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Approve Remuneration Policy And Other Terms Mgmt For For of Employment For Executive Management
Approve SEB All Employee Program 2018 Mgmt For For
Approve Share Programme 2018 for Senior Mgmt For Against Managers and Key Employees Voter Rationale: Share-based incentive plans for executives and employees should be submitted to shareholder approval as separate voting items. Incentive awards to executives should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation.
Approve Conditional Share Programme 2018 for Mgmt For Against Senior Managers and Key Employees Voter Rationale: Share-based incentive plans for executives and employees should be submitted to shareholder approval as separate voting items. Incentive awards to executives should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation.
Authorize Share Repurchase Program Mgmt For For
Authorize Repurchase of Class A and/or Class C Mgmt For For Shares of up to Ten Percent of Issued Shares and Reissuance of Repurchased Shares Inter Alia in for Capital Purposes and Long-Term Incentive Plans
Approve Transfer of Class A Shares to Mgmt For For Participants in 2018 Long-Term Equity Programs
Page 67 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Skandinaviska Enskilda Banken
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Issuance of Covertible Capital Mgmt For For Instruments Corresponding to a Maximum of10 Percent of the Total Number of Shares
Approve Proposal Concerning the Appointment Mgmt For For of Auditors in Foundations Without Own Management
Close Meeting Mgmt
Sligro FOOD GROUP NV
Meeting Date: 03/21/2018 Country: Netherlands Meeting Type: Annual Ticker: SLIGR
Primary ISIN: NL0000817179 Primary SEDOL: B1VV9V2
Vote Proposal Text Proponent Mgmt Rec Instruction
Annual Meeting Agenda Mgmt
Open Meeting Mgmt
Discuss Minutes of Previous Meeting Mgmt
Receive Report of Management Board Mgmt (Non-Voting)
Discussion on Company's Corporate Governance Mgmt Structure
Discuss Remuneration Report Mgmt
Receive Announcements on Control of the Mgmt Annual Accounts
Adopt Financial Statements and Statutory Mgmt For For Reports Voter Rationale:
Shareholders should have the right to elect directors annually in order to hold them to account. Moreover, companies should develop and disclose a policy aimed at encouraging greater diversity, including gender, at the board and executive management levels, and throughout the organisation.
Receive Explanation on Company's Reserves Mgmt and Dividend Policy
Approve Dividends of EUR 1.10 Per Share Mgmt For For
Approve Discharge of Management Board Mgmt For For
Approve Discharge of Supervisory Board Mgmt For For
Authorize Repurchase of Up to 10 Percent of Mgmt For For Issued Share Capital
Page 68 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Sligro FOOD GROUP NV
Vote Proposal Text Proponent Mgmt Rec Instruction
Grant Board Authority to Issue Shares Up To 10 Mgmt For Against Percent of Issued Capital Plus Additional 10 Percent in Case of Merger or Acquisition Voter Rationale:
Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Authorize Board to Limit or Exclude Preemptive Mgmt For Against Rights from Share Issuances Voter Rationale:
Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Approve Remuneration of Supervisory Board Mgmt For For
Amend Article 28 Re: Delete Retirement Age of Mgmt For For Supervisory Board Members
Authorize Board to Implement Amendments to Mgmt For For the Articles Re: Item 8a
Close Meeting Mgmt
Swiss Prime Site AG
Meeting Date: 03/27/2018 Country: Switzerland Meeting Type: Annual Ticker: SPSN
Primary ISIN: CH0008038389 Primary SEDOL: B083BH4
Vote Proposal Text Proponent Mgmt Rec Instruction
Accept Financial Statements and Statutory Mgmt For For Reports
Approve Remuneration Report (Non-Binding) Mgmt For For
Approve Discharge of Board and Senior Mgmt For For Management
Approve Allocation of Income Mgmt For For
Approve Dividends of CHF 3.80 per Share from Mgmt For For Capital Contribution Reserves
Approve Remuneration of Directors in the Mgmt For For Amount of CHF 1.7 Million
Approve Maximum Fixed and Variable Mgmt For For Remuneration of Executive Committee in the Amount of CHF 8.3 Million
Approve Creation of CHF 107 Million Pool of Mgmt For For Authorized Capital without Preemptive Rights
Approve Creation of CHF 107 Million Pool of Mgmt For For Conditional Capital without Preemptive Rights
Page 69 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Swiss Prime Site AG
Vote Proposal Text Proponent Mgmt Rec Instruction
Reelect Elisabeth Bourqui as Director Mgmt For For
Reelect Christopher Chambers as Director Mgmt For For
Reelect Rudolf Huber as Director Mgmt For For
Reelect Mario Seris as Director Mgmt For For
Reelect Klaus Wecken as Director Mgmt For For
Reelect Hans Peter Wehrli as Director Mgmt For For
Elect Barbara Frei-Spreiter as Director Mgmt For For
Elect Thomas Studhalter as Director Mgmt For For
Reelect Hans Peter Wehrli as Board Chairman Mgmt For For
Reappoint Elisabeth Bourqui as Member of the Mgmt For For Nomination and Compensation Committee
Reappoint Christopher Chambers as Member of Mgmt For For the Nomination and Compensation Committee
Reppoint Mario Seris as Member of the Mgmt For For Nomination and Compensation Committee
Appoint Barbara Frei-Spreiter as Member of the Mgmt For For Nomination and Compensation Committee
Designate Paul Wiesli as Independent Proxy Mgmt For For
Ratify KPMG AG as Auditors Mgmt For For
Transact Other Business (Voting) Mgmt For Against
Voter Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Tachikawa Corp. (7989)
Meeting Date: 03/29/2018 Country: Japan Meeting Type: Annual Ticker: 7989
Primary ISIN: JP3466200007 Primary SEDOL: 6869517
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 10
Page 70 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Tachikawa Corp. (7989)
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Kurihara, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Elect Director Yamakishi, Kazuto Mgmt For Against
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Approve Director Retirement Bonus Mgmt For Against
Voter Rationale: There should be disclosure of the total award of retirement bonuses.
THE COOPER COMPANIES, INC.
Meeting Date: 03/19/2018 Country: USA Meeting Type: Annual Ticker: COO
Primary ISIN: US2166484020 Primary SEDOL: 2222631
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director A. Thomas Bender Mgmt For Against
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. In addition, retiring CEOs should not assume the role of the Chairman as it may impact a proper balance of authority and responsibility between executive management and the board. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Elect Director Colleen E. Jay Mgmt For For
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Elect Director Michael H. Kalkstein Mgmt For Against
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk o f entrenchment. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Elect Director William A. Kozy Mgmt For For
Elect Director Jody S. Lindell Mgmt For For
Page 71 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
THE COOPER COMPANIES, INC.
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Gary S. Petersmeyer Mgmt For For
Elect Director Allan E. Rubenstein Mgmt For Against
Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. In addition, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. Also, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Elect Director Robert S. Weiss Mgmt For For
Elect Director Stanley Zinberg Mgmt For Against
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Also, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.The nominating/governance committee should appoint a fully independent lead director.
Ratify KPMG LLP as Auditors Mgmt For For
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Report on the Feasibility of Achieving Net Zero SH Against For GHG Emissions Voter Rationale: Climate change presents ongoing and serious long-term operational and regulatory risks that can impact shareholder value. The company should assess and set goals to address its greenhouse gas emissions.
The Sage Group plc
Meeting Date: 02/28/2018 Country: United Kingdom Meeting Type: Annual Ticker: SGE
Primary ISIN: GB00B8C3BL03 Primary SEDOL: B8C3BL0
Vote Proposal Text Proponent Mgmt Rec Instruction
Accept Financial Statements and Statutory Mgmt For For Reports
Approve Final Dividend Mgmt For For
Re-elect Donald Brydon as Director Mgmt For For
Re-elect Neil Berkett as Director Mgmt For For
Page 72 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
The Sage Group plc
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Blair Crump as Director Mgmt For For
Re-elect Drummond Hall as Director Mgmt For For
Re-elect Steve Hare as Director Mgmt For For
Re-elect Jonathan Howell as Director Mgmt For For
Elect Soni Jiandani as Director Mgmt For For
Elect Cath Keers as Director Mgmt For For
Re-elect Stephen Kelly as Director Mgmt For For
Reappoint Ernst & Young LLP as Auditors Mgmt For For
Authorise the Audit and Risk Committee to Fix Mgmt For For Remuneration of Auditors
Approve Remuneration Report Mgmt For For
Authorise Issue of Equity with Pre-emptive Mgmt For For Rights
Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
Authorise Market Purchase of Ordinary Shares Mgmt For For
Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice
Amend Share Option Plan Mgmt For For
Approve Californian Plan Mgmt For For
The Toronto-Dominion Bank
Meeting Date: 03/29/2018 Country: Canada Meeting Type: Annual Ticker: TD
Primary ISIN: CA8911605092 Primary SEDOL: 2897222
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director William E. Bennett Mgmt For Withhold
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. Although we would not have an issue with Mr Bennett serving as a board member, we consider that the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Elect Director Amy W. Brinkley Mgmt For For
Elect Director Brian C. Ferguson Mgmt For For
Elect Director Colleen A. Goggins Mgmt For For
Page 73 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
The Toronto-Dominion Bank
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Mary Jo Haddad Mgmt For For
Elect Director Jean-Rene Halde Mgmt For For
Elect Director David E. Kepler Mgmt For For
Elect Director Brian M. Levitt Mgmt For For
Elect Director Alan N. MacGibbon Mgmt For For
Elect Director Karen E. Maidment Mgmt For For
Elect Director Bharat B. Masrani Mgmt For For
Elect Director Irene R. Miller Mgmt For For
Elect Director Nadir H. Mohamed Mgmt For For
Elect Director Claude Mongeau Mgmt For For
Ratify Ernst & Young LLP as Auditors Mgmt For For
Advisory Vote on Executive Compensation Mgmt For For Approach
Shareholder Proposals Mgmt
SP A: Board Misconduct SH Against Against
Voter Rationale: We do not consider this proposal to be worthy of support given that it is overly prescriptive in nature and that the company has taken sufficient actions to look to implement proxy access via engagement of regulators.
SP B: Reimbursement of Shareholder Expenses SH Against Against
The Walt Disney Company
Meeting Date: 03/08/2018 Country: USA Meeting Type: Annual Ticker: DIS
Primary ISIN: US2546871060 Primary SEDOL: 2270726
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Susan E. Arnold Mgmt For For
Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.
Elect Director Mary T. Barra Mgmt For For
Elect Director Safra A. Catz Mgmt For For
Page 74 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
The Walt Disney Company
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director John S. Chen Mgmt For Against
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Elect Director Francis A. deSouza Mgmt For For
Elect Director Robert A. Iger Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Furthermore, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Elect Director Maria Elena Lagomasino Mgmt For For
Elect Director Fred H. Langhammer Mgmt For For
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. However, in this instance we note that there has been significant board refreshment during the year and expect further developments going forward. Accordingly we are supportive of this director's election at this time.
Elect Director Aylwin B. Lewis Mgmt For For
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. However, in this instance we note that there has been significant board refreshment during the year and expect further developments going forward. Accordingly we are supportive of this director's election at this time.
Elect Director Mark G. Parker Mgmt For For
Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For For
Amend Executive Incentive Bonus Plan Mgmt For For
Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: We have significant concerns over the one-off equity grant, worth more than $100 million, and enlarged compensation packaged offered to the CEO in order to ensure his retention up to 2021. In particular we do not consider that the rationale provided justifies such a substantial increase in pay, neither are we comfortable with the weak relative TSR targets that have been put in place.
Report on Lobbying Payments and Policy SH Against For
Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.
Proxy Access Bylaw Amendment SH Against For
Voter Rationale: Shareholders should have the right to reasonable access to the proxy, including the nomination of directors to the board. Such a practice encourages greater accountability of directors to the shareholders whose interests they represent. Similar proxy access in other developed markets has not lead to problematic elections, as some companies fear.
Page 75 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Torigoe Co. Ltd.
Meeting Date: 03/29/2018 Country: Japan Meeting Type: Annual Ticker: 2009
Primary ISIN: JP3636200002 Primary SEDOL: 6897165
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 15
Elect Director Torigoe, Tetsu Mgmt For Against
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance. Furthermore, the board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Elect Director Takamine, Kazuhiro Mgmt For Against
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Elect Director Udo, Masakata Mgmt For Against
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Elect Director Nakagawa, Tatsufumi Mgmt For Against
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Elect Director Tanaka, Yuji Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Appoint Alternate Statutory Auditor Okazaki, Mgmt For For Shinsuke
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.
Toukei Computer
Meeting Date: 03/23/2018 Country: Japan Meeting Type: Annual Ticker: 4746
Primary ISIN: JP3590850008 Primary SEDOL: 6211903
Page 76 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Toukei Computer
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 80
Amend Articles to Amend Business Lines Mgmt For For
Elect Director Koda, Hiroyasu Mgmt For For
Elect Director Koda, Hideki Mgmt For For
Elect Director Koga, Yuji Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Yamaguchi, Kenji Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Ono, Mitsumasa 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. Furthermore, the board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Kawamura, Yuichi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director and Audit Committee Member Mgmt For Against Nemoto, Kazuhiro Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent – and companies should strive to make them fully independent.
Elect Alternate Director and Audit Committee Mgmt For Against Member Isozaki, Naoko Voter Rationale: The audit committee should be majority independent – and companies should strive to make them fully independent.
Approve Stock Option Plan Mgmt For Against
Voter Rationale: Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, 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.
Toyo Ink SC Holdings Co., Ltd.
Meeting Date: 03/27/2018 Country: Japan Meeting Type: Annual Ticker: 4634
Primary ISIN: JP3606600009 Primary SEDOL: 6900104
Page 77 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Toyo Ink SC Holdings Co., Ltd.
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 8
Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Connection with Reverse Stock Split
Elect Director Sakuma, Kunio Mgmt For For
Elect Director Kitagawa, Katsumi Mgmt For For
Elect Director Yamazaki, Katsumi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Aoyama, Hiroya Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Miyazaki, Shuji Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Takashima, Satoru Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Adachi, Naoki Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Amari, Kimito Mgmt For For
Elect Director Kimura, Keiko Mgmt For For
Elect Director Hirakawa, Toshiaki Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Ide, Kazuhiko Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Hamada, Hiroyuki Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Nakano, Kazuhito Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Elect Director Sakai, Kunizo Mgmt For For
Page 78 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Toyo Ink SC Holdings Co., Ltd.
Vote Proposal Text Proponent Mgmt Rec Instruction
Appoint Statutory Auditor Kakiya, 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.
Trend Micro Inc.
Meeting Date: 03/27/2018 Country: Japan Meeting Type: Annual Ticker: 4704
Primary ISIN: JP3637300009 Primary SEDOL: 6125286
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 149
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.
Approve Cash Compensation for Directors in Mgmt For For Case of Change of Control
Approve Cash Incentive Compensation for Mgmt For For Directors
Tyson Foods, Inc.
Meeting Date: 02/08/2018 Country: USA Meeting Type: Annual Ticker: TSN
Primary ISIN: US9024941034 Primary SEDOL: 2909730
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director John Tyson Mgmt For For
Elect Director Gaurdie E. Banister, Jr. Mgmt For For
Elect Director Dean Banks Mgmt For For
Elect Director Mike Beebe Mgmt For For
Elect Director Mikel A. Durham Mgmt For For
Elect Director Tom Hayes Mgmt For For
Page 79 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Tyson Foods, Inc.
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Kevin M. McNamara Mgmt For For
Elect Director Cheryl S. Miller Mgmt For For
Elect Director Jeffrey K. Schomburger Mgmt For For
Elect Director Robert Thurber Mgmt For For
Elect Director Barbara A. Tyson Mgmt For For
Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For For
Amend Omnibus Stock Plan Mgmt For Against
Report on Lobbying Payments and Policy SH Against For
Implement a Water Quality Stewardship Policy SH Against For
Walgreens Boots Alliance, Inc.
Meeting Date: 01/17/2018 Country: USA Meeting Type: Annual Ticker: WBA
Primary ISIN: US9314271084 Primary SEDOL: BTN1Y44
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Jose E. Almeida Mgmt For For
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Elect Director Janice M. Babiak Mgmt For For
Elect Director David J. Brailer Mgmt For For
Elect Director William C. Foote Mgmt For Against
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. Also, this director is not sufficiently independent to serve as the independent lead director.
Elect Director Ginger L. Graham Mgmt For For
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Elect Director John A. Lederer Mgmt For For
Elect Director Dominic P. Murphy Mgmt For For
Elect Director Stefano Pessina Mgmt For For
Page 80 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Walgreens Boots Alliance, Inc.
Vote Proposal Text Proponent Mgmt Rec Instruction
Elect Director Leonard D. Schaeffer Mgmt For For
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Elect Director Nancy M. Schlichting Mgmt For For
Elect Director James A. Skinner Mgmt For For
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Ratify Deloitte & Touche LLP as Auditors Mgmt For For
Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Advisory Vote on Say on Pay Frequency Mgmt One Year One Year
Amend Omnibus Stock Plan Mgmt For Against
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Reduce Ownership Threshold for Shareholders SH Against For to Call Special Meeting Voter Rationale: Holders of significant share capital should be entitled to call a special meeting. A total holding requirement of 5% is a suitable threshold to prevent abuse.
Amend Proxy Access Right SH Against For
Voter Rationale: Shareholders should have the right to reasonable access to the proxy, including the nomination of directors to the board. Such a practice encourages greater accountability of directors to the shareholders whose interests they represent. Similar proxy access in other developed markets has not lead to problematic elections, as some companies fear.
William Demant Holding A/S
Meeting Date: 03/22/2018 Country: Denmark Meeting Type: Annual Ticker: WDH
Primary ISIN: DK0060738599 Primary SEDOL: BZ01RF1
Vote Proposal Text Proponent Mgmt Rec Instruction
Receive Report of Board Mgmt
Page 81 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
William Demant Holding A/S
Vote Proposal Text Proponent Mgmt Rec Instruction
Accept Financial Statements and Statutory Mgmt For For Reports
Approve Remuneration of Directors in the Mgmt For For Amount of DKK 1.05 Million for Chairman, DKK 700,000 for Vice Chairman, and DKK 350,000 for Other Directors
Approve Allocation of Income and Omission of Mgmt For For Dividends
Reelect Niels B. Christiansen as Director Mgmt For For
Reelect Niels Jacobsen as Director Mgmt For Abstain
Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time. Furthermore, we voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Reelect Peter Foss as Director Mgmt For Abstain
Voter Rationale: We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Reelect Benedikte Leroy as Director Mgmt For For
Reelect Lars Rasmussen as Director Mgmt For Abstain
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Ratify Deloitte as Auditors Mgmt For For
Voter Rationale: Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Approve DKK 1.3 Million Reduction in Share Mgmt For For Capital
Authorize Share Repurchase Program Mgmt For For
Authorize Editorial Changes to Adopted Mgmt For For Resolutions in Connection with Registration with Danish Authorities
Other Business Mgmt
Yue Yuen Industrial (Holdings) Ltd.
Meeting Date: 03/16/2018 Country: Bermuda Meeting Type: Special Ticker: 551
Primary ISIN: BMG988031446 Primary SEDOL: 6586537
Page 82 of 83
The SEI Global Managed Volatility Fund All Votes Report
Vote Summary Report Date range covered: 01/01/2018 to 03/31/2018
Yue Yuen Industrial (Holdings) Ltd.
Vote Proposal Text Proponent Mgmt Rec Instruction
Approve Effective Disposal of Entire Mgmt For For Shareholding in Pou Sheng International (Holdings) Limited and Related Transactions
Page 83 of 83
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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.