Reo@ Voting Report
The SEI U.K. Equity Fund Votes Against Management Report
VOTING RECORDS FROM:01/07/2019 TO: 30/09/2019
The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 07/01/2019 to 09/30/2019
Berkeley Group Holdings Plc
Meeting Date: 09/06/2019 Country: United Kingdom Meeting Type: Annual Ticker: BKG
Primary ISIN: GB00B02L3W35 Primary SEDOL: B02L3W3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
13 Re-elect Adrian Li as Director Mgmt For Abstain
Voter Rationale: Executive officers 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.
CMC Markets Plc
Meeting Date: 07/25/2019 Country: United Kingdom Meeting Type: Annual Ticker: CMCX
Primary ISIN: GB00B14SKR37 Primary SEDOL: B14SKR3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 Re-elect Clare Salmon as Director Mgmt For Against
Voter Rationale: New directors should have sufficient length of service on the board before taking on the role of chairing the remuneration committee.Furthermore, due to ongoing concerns regarding the decision-making of the remuneration committee chairman we are not inclined to support their re-election to the board.
11 Approve Remuneration Report Mgmt For Against
Voter Rationale: Companies should extend vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.
Daejan Holdings Plc
Meeting Date: 09/17/2019 Country: United Kingdom Meeting Type: Annual Ticker: DJAN
Primary ISIN: GB0002502036 Primary SEDOL: 0250203
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Report Mgmt For Against
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 07/01/2019 to 09/30/2019
Daejan Holdings Plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: The Executive Directors continued to receive above-inflationary salary increases with no explanation provided. Their salaries remain positioned among the highest in the FTSE 250.
8 Re-elect David Davis 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. Additionally, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, due to ongoing concerns regarding the competence of the remuneration committee chairman we are not inclined to support their re-election to the board.
9 Re-elect Raphael Freshwater 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.
10 Re-elect Mordechai Freshwater 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.
11 Re-elect Chaim Freshwater 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.
Diageo Plc
Meeting Date: 09/19/2019 Country: United Kingdom Meeting Type: Annual Ticker: DGE
Primary ISIN: GB0002374006 Primary SEDOL: 0237400
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
8 Re-elect Ho KwonPing as Director Mgmt For Against
Voter Rationale: Executive officers 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.
Dixons Carphone Plc
Meeting Date: 09/05/2019 Country: United Kingdom Meeting Type: Annual Ticker: DC
Primary ISIN: GB00B4Y7R145 Primary SEDOL: B4Y7R14
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 07/01/2019 to 09/30/2019
Dixons Carphone Plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Report Mgmt For Against
Voter Rationale: LTIP awards levels for FY2019/20 are at a significant uplift as compared to previous years despite the rebalancing of remuneration framework with reduced LTI opportunity going forward - because of a significant decline in the Company's share price. We have concerns that the Remuneration Committee considered the share price performance and but did not consider it appropriate to adjust the LTI award size.
Electrocomponents Plc
Meeting Date: 07/17/2019 Country: United Kingdom Meeting Type: Annual Ticker: ECM
Primary ISIN: GB0003096442 Primary SEDOL: 0309644
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 Re-elect Bertrand Bodson as Director Mgmt For Against
Voter Rationale: Executive officers 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.
FirstGroup Plc
Meeting Date: 07/25/2019 Country: United Kingdom Meeting Type: Annual Ticker: FGP
Primary ISIN: GB0003452173 Primary SEDOL: 0345217
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Report Mgmt For Against
Voter Rationale: Companies should pay no more than necessary on recruitment of executive directors and ensure that recruitment-related awards are linked to long-term performance of the company. 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.
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 07/01/2019 to 09/30/2019
Games Workshop Group Plc
Meeting Date: 09/18/2019 Country: United Kingdom Meeting Type: Annual Ticker: GAW
Primary ISIN: GB0003718474 Primary SEDOL: 0371847
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Re-elect Nick Donaldson as Director Mgmt For Against
Voter Rationale: Executive officers 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.
6 Re-elect John Brewis as Director Mgmt For Against
Voter Rationale: Executive officers 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.
Halfords Group Plc
Meeting Date: 07/31/2019 Country: United Kingdom Meeting Type: Annual Ticker: HFD
Primary ISIN: GB00B012TP20 Primary SEDOL: B012TP2
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
8 Re-elect David Adams as Director Mgmt For Abstain
Voter Rationale: Items 4-7 and 9A vote FOR these Directors is warranted as no significant concerns have been identified.Item 8: Re-elect David Adams as DirectorAn ABSTAIN on this resolution is considered warranted:* David Adams was the Chair of Conviviality plc, which abruptly collapsed in early 2018. The FRC, the UK's regulatory body for audit, has launched an investigation into the collapse of Conviviality plc.A vote AGAINST this resolution is warranted for those shareholders in markets which have a fiduciary responsibility to vote either for or against and who do not recognise abstentions as a valid option.
Helical Plc
Meeting Date: 07/11/2019 Country: United Kingdom Meeting Type: Annual Ticker: HLCL
Primary ISIN: GB00B0FYMT95 Primary SEDOL: B0FYMT9
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 07/01/2019 to 09/30/2019
Helical Plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 Re-elect Susan Clayton as Director Mgmt For Against
Voter Rationale: Executive officers 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.
HomeServe Plc
Meeting Date: 07/19/2019 Country: United Kingdom Meeting Type: Annual Ticker: HSV
Primary ISIN: GB00BYYTFB60 Primary SEDOL: BYYTFB6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Report Mgmt For Against
Voter Rationale: Severance payments should not exceed one year’s salary and benefits. Larger severance packages should be subject to a separate shareholder approval.
4 Re-elect Barry Gibson as Director Mgmt For Against
Voter Rationale: The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Intermediate Capital Group Plc
Meeting Date: 07/25/2019 Country: United Kingdom Meeting Type: Annual Ticker: ICP
Primary ISIN: GB00BYT1DJ19 Primary SEDOL: BYT1DJ1
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Report Mgmt For Abstain
Voter Rationale: We would encourage the remuneration committee to link executive incentives to stretching pre-disclosed forward looking performance targets.
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 07/01/2019 to 09/30/2019
JD Sports Fashion Plc
Meeting Date: 07/03/2019 Country: United Kingdom Meeting Type: Annual Ticker: JD
Primary ISIN: GB00BYX91H57 Primary SEDOL: BYX91H5
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Report Mgmt For Abstain
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.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.Lastly, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.
11 Approve Grant of Special Bonus to Peter Cowgill Mgmt For Abstain
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.
Kingfisher Plc
Meeting Date: 07/09/2019 Country: United Kingdom Meeting Type: Annual Ticker: KGF
Primary ISIN: GB0033195214 Primary SEDOL: 3319521
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Report Mgmt For Against
Voter Rationale: A vote AGAINST the remuneration report is warranted because:* Bonus payments made in the year under review do not appear justified by company performance; and* Alignment share awards will be granted to the CEO at the same level as in FY2019. This is not considered appropriate in the context of company performance, and in view of the fact that Kingfisher has already announced a succession planning process that will see the CEO step down.
Mediclinic International Plc
Meeting Date: 07/24/2019 Country: United Kingdom Meeting Type: Annual Ticker: MDC
Primary ISIN: GB00B8HX8Z88 Primary SEDOL: B8HX8Z8
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 07/01/2019 to 09/30/2019
Mediclinic International Plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Report Mgmt For Against
Voter Rationale: We question the decision of the remuneration committee to make awards at the same level as in 2018/19 given the significant share price fall, in addition to reducing performance targets. This appears misaligned with the shareholder experience. In addition, the former CEO, who continues to serve as a Non-Executive Director, retain his outstanding LTIP awards, which will vest subject to performance but will not be time pro-rated. LTIP and deferred bonus awards are currently settled in cash which is not aligned with best practice.
14 Re-elect Trevor Petersen as Director Mgmt For Against
Voter Rationale: Given ongoing concerns with the decision making of the remuneration committee discussed under item 2 above, we are not inclined to support the committee chair's re-election to the board.
Pets At Home Group Plc
Meeting Date: 07/11/2019 Country: United Kingdom Meeting Type: Annual Ticker: PETS
Primary ISIN: GB00BJ62K685 Primary SEDOL: BJ62K68
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4A Re-elect Tony DeNunzio as Director Mgmt For Against
Voter Rationale: Executive officers 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.
8 Authorise EU Political Donations and Mgmt For Against Expenditure Voter Rationale: Substantial political donations or expenditure should be clearly tied to the company's business objectives and supported by robust oversight mechanisms to avoid undue influence.
PZ Cussons Plc
Meeting Date: 09/25/2019 Country: United Kingdom Meeting Type: Annual Ticker: PZC
Primary ISIN: GB00B19Z1432 Primary SEDOL: B19Z143
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Re-elect Caroline Silver as Director Mgmt For Against
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 07/01/2019 to 09/30/2019
PZ Cussons Plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: Executive officers 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.
QinetiQ Group plc
Meeting Date: 07/24/2019 Country: United Kingdom Meeting Type: Annual Ticker: QQ
Primary ISIN: GB00B0WMWD03 Primary SEDOL: B0WMWD0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Report Mgmt For Against
Voter Rationale: Long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders.
10 Re-elect Susan Searle as Director Mgmt For Against
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.
Ralph Lauren Corporation
Meeting Date: 08/01/2019 Country: USA Meeting Type: Annual Ticker: RL
Primary ISIN: US7512121010 Primary SEDOL: B4V9661
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Frank A. Bennack, Jr. Mgmt For Withhold
Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. In addition, boards where more than a third 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. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 07/01/2019 to 09/30/2019
Ralph Lauren Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Joel L. Fleishman Mgmt For Withhold
Voter Rationale: Boards where more than a third 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. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. 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.
1.3 Elect Director Michael A. George 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.
3 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. 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.
4 Approve Omnibus Stock 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. 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.
Stagecoach Group Plc
Meeting Date: 08/30/2019 Country: United Kingdom Meeting Type: Annual Ticker: SGC
Primary ISIN: GB00B6YTLS95 Primary SEDOL: B6YTLS9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Report Mgmt For Against
Voter Rationale: Any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.
Telecom Plus Plc
Meeting Date: 07/25/2019 Country: United Kingdom Meeting Type: Annual Ticker: TEP
Primary ISIN: GB0008794710 Primary SEDOL: 0879471
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 07/01/2019 to 09/30/2019
Telecom Plus Plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Remuneration Policy Mgmt For Against
Voter Rationale: We voted against due to a number of concerns: the proposed policy provides for carrying forward and back the maximum 200% of salary awards if no bonus or long-term incentive is made during the year. This level of flexibility reduces the transparency of the pay structure. In addition, we are concerned that termination provisions allow SIP and LTIP awards to vest with no reference to performance or time pro-rating and the remuneration committee retains the discretion to allow 'bad leavers' to exercise outstanding share options. Finally, the policy does not include a post-cessation shareholding requirement.
Workspace Group Plc
Meeting Date: 07/11/2019 Country: United Kingdom Meeting Type: Annual Ticker: WKP
Primary ISIN: GB00B67G5X01 Primary SEDOL: B67G5X0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
9 Re-elect Stephen Hubbard as Director Mgmt For Abstain
Voter Rationale: Executive officers 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.
Young & Co.'s Brewery Plc
Meeting Date: 07/09/2019 Country: United Kingdom Meeting Type: Annual Ticker: YNGA
Primary ISIN: GB00B2NDK765 Primary SEDOL: B2NDK76
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Re-elect Stephen Goodyear 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.In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.Further, 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.
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Date range covered: 07/01/2019 to 09/30/2019
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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.