Reo@ Voting Report
The SEI Emerging Markets Equity Fund
VOTING RECORDS FROM:01/04/2019 TO: 30/06/2019
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
3SBio, Inc.
Meeting Date: 06/20/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 1530
Primary ISIN: KYG8875G1029 Primary SEDOL: BY9D3L9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2A Elect Lou Jing as Director 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.
2B Elect Tan Bo as Director Mgmt For For
2C Elect Pu Tianruo as Director Mgmt For For
2D Elect Wang Rui as Director Mgmt For For
2E Authorize Board to Fix Remuneration of Mgmt For For Directors
3 Approve Ernst & Young as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration
4A Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
4B Authorize Repurchase of Issued Share Capital Mgmt For For
4C Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
Agricultural Bank of China
Meeting Date: 05/30/2019 Country: China Meeting Type: Annual Ticker: 1288
Primary ISIN: CNE100000Q43 Primary SEDOL: B60LZR6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES Mgmt
1 Approve 2018 Work Report of the Board of Mgmt For For Directors
Page 1 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Agricultural Bank of China
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve 2018 Work Report of the Board of Mgmt For For Supervisors
3 Approve 2018 Final Financial Accounts Mgmt For For
4 Approve 2018 Profit Distribution Plan Mgmt For For
5 Approve PricewaterhouseCoopers Zhong Tian Mgmt For For LLP and PricewaterhouseCoopers as External Auditors
6 Elect Zhou Mubing as Director Mgmt For For
Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders.
7 Elect Cai Dong as Director Mgmt For For
8 Elect Wang Xinxin as Director Mgmt For For
9 Approve Issuance of Write-down Capital Bonds Mgmt For For
10 Elect Wu Jiangtao as Director SH For For
11 To Listen to the 2018 Work Report of Mgmt Independent Directors of the Bank
12 To Listen to the 2018 Report on the Mgmt Implementation of the Plan on Authorization of General Meeting of Shareholders to the Board of Directors of the Bank
13 To Listen to the Report on the Management of Mgmt Connected Transactions
Airtac International Group
Meeting Date: 06/21/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 1590
Primary ISIN: KYG014081064 Primary SEDOL: B52J816
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Business Operations Report and Mgmt For For Financial Statements
2 Approve Profit Distribution Mgmt For For
ELECT INDEPENDENT DIRECTORS VIA Mgmt CUMULATIVE VOTING
Page 2 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Airtac International Group
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect LEONG KAM SON, with ID NO.A35166XXX, Mgmt For Against as Independent Director Voter Rationale: 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. Moreover, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
3.2 Elect RENN JYH CHYANG, with ID Mgmt For For NO.R122268XXX, as Independent Director
3.3 Elect LIN YU YA., with ID NO.R221550XXX, as Mgmt For For Independent Director
ELECT 6 NON-INDEPENDENT DIRECTORS VIA Mgmt CUMULATIVE VOTING
3.4 Elect Non-Independent Director 1 SH None Against
Voter Rationale: Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
3.5 Elect Non-Independent Director 2 SH None Against
Voter Rationale: Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
3.6 Elect Non-Independent Director 3 SH None Against
Voter Rationale: Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
3.7 Elect Non-Independent Director 4 SH None Against
Voter Rationale: Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
3.8 Elect Non-Independent Director 5 SH None Against
Voter Rationale: Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
3.9 Elect Non-Independent Director 6 SH None Against
Voter Rationale: Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
4 Amend Articles of Association Mgmt For For
5 Amend Procedures for Lending Funds to Other Mgmt For For Parties
6 Amend Procedures Governing the Acquisition or Mgmt For For Disposal of Assets
7 Amend Trading Procedures Governing Mgmt For For Derivatives Products
8 Approve Release of Restrictions of Competitive Mgmt For Against Activities of Directors Voter Rationale: Companies should clearly disclose the business benefits cross directorships will bring, or how conflicts of interest or competition concerns will be managed if these directors engage in business activities with competitors.
Page 3 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Ambev SA
Meeting Date: 04/26/2019 Country: Brazil Meeting Type: Annual Ticker: ABEV3
Primary ISIN: BRABEVACNOR1 Primary SEDOL: BG7ZWY7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2018 Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.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.
2 Approve Allocation of Income and Dividends Mgmt For For
3 Elect Fiscal Council Members Mgmt For Do Not Vote
Voter Rationale: A DO NOT VOTE recommendation is warranted for management's fiscal council nominees, to allow minority shareholders to concentrate their votes on the election of a minority fiscal council candidate, as further discussed under Item 5 of this meeting agenda.
4 In Case One of the Nominees Leaves the Fiscal Mgmt None Against Council Slate Due to a Separate Minority Election, as Allowed Under Articles 161 and 240 of the Brazilian Corporate Law, May Your Votes Still Be Counted for the Proposed Slate?
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
5 Elect Aldo Luiz Mendes as Fiscal Council SH None For Member and Vinicius Balbino Bouhid as Alternate Appointed by Minority Shareholder
6 Approve Remuneration of Company's Mgmt For For Management
7 Approve Remuneration of Fiscal Council Mgmt For For Members
8 In the Event of a Second Call, the Voting Mgmt None For Instructions Contained in this Remote Voting Card May Also be Considered for the Second Call?
Ambev SA
Meeting Date: 04/26/2019 Country: Brazil Meeting Type: Special Ticker: ABEV3
Primary ISIN: BRABEVACNOR1 Primary SEDOL: BG7ZWY7
Page 4 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Ambev SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Article 5 to Reflect Changes in Capital Mgmt For For
2 Amend Article 16 Re: Decrease in Board Size Mgmt For For
Voter Rationale: For maximum effectiveness a board should include between 5 and 15 directors.
3 Consolidate Bylaws Mgmt For For
4 In the Event of a Second Call, the Voting Mgmt None For Instructions Contained in this Remote Voting Card May Also be Considered for the Second Call?
America Movil SAB de CV
Meeting Date: 04/09/2019 Country: Mexico Meeting Type: Special Ticker: AMXL
Primary ISIN: MXP001691213 Primary SEDOL: 2667470
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Elect or Ratify Directors for Series L Mgmt For Against Shareholders 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. Additionally, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
2 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
Angang Steel Company Limited
Meeting Date: 05/28/2019 Country: China Meeting Type: Annual Ticker: 347
Primary ISIN: CNE1000001V4 Primary SEDOL: 6015644
Page 5 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Angang Steel Company Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES Mgmt
1 Approve 2018 Report of the Board of Directors Mgmt For For
2 Approve 2018 Report of the Supervisory Mgmt For For Committee
3 Approve 2018 Annual Report and Its Extracts Mgmt For For
4 Approve 2018 Auditors' Report Mgmt For For
5 Approve 2018 Profit Distribution Plan Mgmt For For
6 Approve 2018 Remuneration of Directors and Mgmt For For Supervisors
7 Approve ShineWing Certified Public Accountants Mgmt For For LLP as Auditor and Authorize Board to Fix Their Remuneration
8 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
9 Approve Issuance of Asset-Backed Securities Mgmt For For
ELECT EXECUTIVE DIRECTORS VIA Mgmt CUMULATIVE VOTING
10.1 Elect Wang Yidong as Director Mgmt For For
Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders.
10.2 Elect Li Zhen as Director Mgmt For For
10.3 Elect Ma Lianyong as Director Mgmt For For
10.4 Elect Xie Junyong as Director Mgmt For For
ELECT INDEPENDENT NON-EXECUTIVE Mgmt DIRECTORS VIA CUMULATIVE VOTING
11.1 Elect Wu Dajun as Director Mgmt For For
11.2 Elect Ma Weiguo as Director Mgmt For For
11.3 Elect Feng Changli as Director Mgmt For For
11.4 Elect Wang Jianhua as Director Mgmt For For
ELECT SUPERVISORS VIA CUMULATIVE VOTING Mgmt
12.1 Elect Lu Yongli as Supervisor Mgmt For For
12.2 Elect Liu Xiaohui as Supervisor Mgmt For For
Page 6 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Angang Steel Company Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
13 Approve Issuance of Shares Due to SH For For Capitalization of Capital Reserves
14 Amend Articles of Association SH For For
Anglo American Plc
Meeting Date: 04/30/2019 Country: United Kingdom Meeting Type: Annual Ticker: AAL
Primary ISIN: GB00B1XZS820 Primary SEDOL: B1XZS82
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3 Elect Marcelo Bastos as Director Mgmt For For
4 Re-elect Ian Ashby as Director Mgmt For For
5 Re-elect Stuart Chambers as Director Mgmt For For
Voter Rationale: Females represent less than 30 percent. There are currently three female directors out of eleven. We continue to encourage the company to increase the percentage of female directors on the board but do not believe a vote against the chairman is warranted.
6 Re-elect Mark Cutifani as Director Mgmt For For
7 Re-elect Nolitha Fakude as Director Mgmt For For
8 Re-elect Byron Grote as Director Mgmt For For
9 Re-elect Tony O'Neill as Director Mgmt For For
10 Re-elect Stephen Pearce as Director Mgmt For For
11 Re-elect Mphu Ramatlapeng as Director Mgmt For For
12 Re-elect Jim Rutherford as Director Mgmt For For
13 Re-elect Anne Stevens as Director Mgmt For For
14 Reappoint Deloitte 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.
15 Authorise Board to Fix 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.
Page 7 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Anglo American Plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
16 Approve Remuneration Report Mgmt For For
17 Authorise Issue of Equity with Pre-emptive Mgmt For For Rights
18 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
19 Authorise Market Purchase of Ordinary Shares Mgmt For For
20 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice
AngloGold Ashanti Ltd.
Meeting Date: 05/09/2019 Country: South Africa Meeting Type: Annual Ticker: ANG
Primary ISIN: ZAE000043485 Primary SEDOL: 6565655
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1.1 Re-elect Maria Richter as Director Mgmt For For
2.1 Elect Kelvin Dushnisky as Director Mgmt For For
2.2 Elect Alan Ferguson as Director Mgmt For For
2.3 Elect Jochen Tilk as Director Mgmt For For
3.1 Re-elect Rhidwaan Gasant as Member of the Mgmt For For Audit and Risk Committee
3.2 Re-elect Rodney Ruston as Member of the Audit Mgmt For For and Risk Committee
3.3 Re-elect Maria Richter as Member of the Audit Mgmt For For and Risk Committee
3.4 Elect Alan Ferguson as Member of the Audit and Mgmt For For Risk Committee
4 Reappoint Ernst & Young Inc as Auditors of the Mgmt For For Company with Ernest Botha as the Lead Audit Partner 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.
5 Place Authorised but Unissued Shares under Mgmt For For Control of Directors
6.1 Approve Remuneration Policy Mgmt For For
Page 8 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
AngloGold Ashanti Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6.2 Approve Remuneration Implementation Report Mgmt For Against
Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
7 Approve Remuneration of Non-executive Mgmt For For Directors
8 Authorise Repurchase of Issued Share Capital Mgmt For For
9 Authorise Board to Issue Shares for Cash Mgmt For For
10 Approve Financial Assistance in Terms of Mgmt For For Sections 44 and 45 of the Companies Act
11 Authorise Ratification of Approved Resolutions Mgmt For For
AngloGold Ashanti Ltd.
Meeting Date: 05/09/2019 Country: South Africa Meeting Type: Annual Ticker: ANG
Primary ISIN: ZAE000043485 Primary SEDOL: 6565655
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Re-elect Maria Richter as Director Mgmt For For
2.1 Elect Kelvin Dushnisky as Director Mgmt For For
2.2 Elect Alan Ferguson as Director Mgmt For For
2.3 Elect Jochen Tilk as Director Mgmt For For
3.1 Re-elect Rhidwaan Gasant as Member of the Mgmt For For Audit and Risk Committee
3.2 Re-elect Rodney Ruston as Member of the Audit Mgmt For For and Risk Committee
3.3 Re-elect Maria Richter as Member of the Audit Mgmt For For and Risk Committee
3.4 Elect Alan Ferguson as Member of the Audit and Mgmt For For Risk Committee
4 Reappoint Ernst & Young Inc as Auditors of the Mgmt For For Company with Ernest Botha as the Lead Audit Partner 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.
5 Place Authorised but Unissued Shares under Mgmt For For Control of Directors
Page 9 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
AngloGold Ashanti Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6.1 Approve Remuneration Policy Mgmt For For
6.2 Approve Remuneration Implementation Report Mgmt For Against
Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
7 Approve Remuneration of Non-executive Mgmt For For Directors
8 Authorise Repurchase of Issued Share Capital Mgmt For For
9 Authorise Board to Issue Shares for Cash Mgmt For For
10 Approve Financial Assistance in Terms of Mgmt For For Sections 44 and 45 of the Companies Act
11 Authorise Ratification of Approved Resolutions Mgmt For For
ANTA Sports Products Ltd.
Meeting Date: 04/09/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 2020
Primary ISIN: KYG040111059 Primary SEDOL: B1YVKN8
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3 Elect Ding Shizhong as Director Mgmt For For
4 Elect Zheng Jie as Director Mgmt For For
5 Elect Dai Zhongchuan as Director Mgmt For For
6 Elect Yiu Kin Wah Stephen as Director Mgmt For For
7 Elect Mei Ming Zhi as Director Mgmt For For
8 Approve Remuneration of Directors Mgmt For For
9 Approve KPMG as Auditors and Authorize Board Mgmt For For to Fix Their Remuneration
10 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities without Preemptive Rights
11 Authorize Repurchase of Issued Share Capital Mgmt For For
12 Authorize Reissuance of Repurchased Shares Mgmt For Against
Page 10 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Arca Continental SAB de CV
Meeting Date: 04/04/2019 Country: Mexico Meeting Type: Annual Ticker: AC
Primary ISIN: MX01AC100006 Primary SEDOL: 2823885
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Approve CEO's Report on Operations and Mgmt For For Results of Company Accompanied by Auditor's Report and Board's Opinion
1.2 Approve Report on Operations and Activities Mgmt For For Undertaken by Board and Accounting Policies and Criteria and Information Followed in Preparation of Financial Information
1.3 Approve Report of Audit and Corporate Practices Mgmt For For Committee; Receive Report on Adherence to Fiscal Obligations
2 Approve Allocation of Income and Cash Mgmt For For Dividends of MXN 2.30 Per Share
3 Set Maximum Amount of Share Repurchase Mgmt For For Reserve
4 Elect Directors, Verify their Independence Mgmt For Against Classification, Approve their Remuneration and Elect Secretaries Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
5 Approve Remuneration of Board Committee Mgmt For Against Members; Elect Chairman of Audit and Corporate Practices Committee Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
6 Appoint Legal Representatives Mgmt For For
7 Approve Minutes of Meeting Mgmt For For
Arcos Dorados Holdings, Inc.
Meeting Date: 04/22/2019 Country: Virgin Isl (UK) Meeting Type: Annual Ticker: ARCO
Primary ISIN: VGG0457F1071 Primary SEDOL: B529PQ0
Page 11 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Arcos Dorados Holdings, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve E&Y (Pistrelli, Henry Martin y Asociados Mgmt For For S.R.L., member firm of Ernst & Young Global) as Auditors and Authorize Board to Fix Their Remuneration
3a Elect Director Annette Franqui 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, 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. 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.
3b Elect Director Carlos Hernandez-Artigas 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, 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. 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.
Asia Cement Corp.
Meeting Date: 06/24/2019 Country: Taiwan Meeting Type: Annual Ticker: 1102
Primary ISIN: TW0001102002 Primary SEDOL: 6056331
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Business Operations Report and Mgmt For For Financial Statements Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Approve Profit Distribution Mgmt For For
3 Approve Amendments to Articles of Association Mgmt For For
4 Amend Procedures Governing the Acquisition or Mgmt For For Disposal of Assets
5 Amend Procedures for Endorsement and Mgmt For For Guarantees
Page 12 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Asia Cement Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Amend Procedures for Lending Funds to Other Mgmt For For Parties
Asmedia Technology Inc.
Meeting Date: 06/13/2019 Country: Taiwan Meeting Type: Annual Ticker: 5269
Primary ISIN: TW0005269005 Primary SEDOL: B6ZZQ69
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Business Operations Report and Mgmt For For Financial Statements Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Approve Plan on Profit Distribution Mgmt For For
3 Approve Amendments to Articles of Association Mgmt For For
4 Amendments to Procedures Governing the Mgmt For For Acquisition or Disposal of Assets
5 Approve Issuance of Restricted Stocks 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.
Banco do Brasil SA
Meeting Date: 04/26/2019 Country: Brazil Meeting Type: Special Ticker: BBAS3
Primary ISIN: BRBBASACNOR3 Primary SEDOL: 2328595
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles Mgmt For For
Page 13 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Banco do Brasil SA
Meeting Date: 04/26/2019 Country: Brazil Meeting Type: Annual Ticker: BBAS3
Primary ISIN: BRBBASACNOR3 Primary SEDOL: 2328595
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2018
2 Approve Allocation of Income and Dividends Mgmt For For
3.1 Elect Luiz Fernando Figueiredo as Director Mgmt For For
3.2 Elect Guilherme Horn as Director Mgmt For For
3.3 Elect Waldery Rodrigues Junior as Director Mgmt For For
3.4 Elect Marcelo Serfaty as Director Mgmt For For
3.5 Elect Rubem de Freitas Novaes as Director Mgmt For For
3.6 Elect Debora Cristina Fonseca as Director Mgmt For For Appointed by the Employees
3.7 Elect Paulo Roberto Evangelista de Lima as SH None For Director Appointed by Minority Shareholder
4 In Case Cumulative Voting Is Adopted, Do You Mgmt None Abstain Wish to Equally Distribute Your Votes Among the Nominees? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
APPLICABLE ONLY IF CUMULATIVE VOTING IS Mgmt ADOPTED - If You Vote FOR on Item 4, Votes Will Be Automatically Distributed in Equal % Amongst All Nominees. If You Vote AGST, Contact Your Client Service Rep to Disproportionately Allocate % of Votes
5.1 Percentage of Votes to Be Assigned - Elect Luiz Mgmt None Abstain Fernando Figueiredo as Director
5.2 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Guilherme Horn as Director
5.3 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Waldery Rodrigues Junior as Director
5.4 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Marcelo Serfaty as Director
5.5 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Rubem de Freitas Novaes as Director
5.6 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Debora Cristina Fonseca as Director Appointed by the Employees
Page 14 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Banco do Brasil SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5.7 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Paulo Roberto Evangelista de Lima as Director Appointed by Minority Shareholder
6 Do You Wish to Adopt Cumulative Voting for the Mgmt None Abstain Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?
7 As an Ordinary Shareholder, Would You like to Mgmt None Abstain Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8.1 Elect Rafael Cavalcanti de Araujo as Fiscal Mgmt For For Council Member and Marcia Fernanda de Oliveira Tapajos as Alternate
8.2 Elect Phelippe Toledo Pires de Oliveira as Fiscal Mgmt For For Council Member and Ieda Aparecida de Moura Araujo as Alternate
8.3 Elect Aldo Cesar Martins Braido as Fiscal Council Mgmt For For Member and Respective Alternate
8.4 Elect Aloisio Macario Ferreira de Souza as Fiscal SH None For Council Member and Robert Juenemann as Alternate Appointed by Minority Shareholder
9 Approve Remuneration of Fiscal Council Mgmt For For Members
10 Approve Remuneration of Company's Mgmt For For Management
11 Approve Remuneration of Audit Committee Mgmt For Against Members Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Banco Santander (Brasil) SA
Meeting Date: 04/26/2019 Country: Brazil Meeting Type: Annual Ticker: SANB11
Primary ISIN: BRSANBCDAM13 Primary SEDOL: B4V5RY4
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2018
Page 15 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Banco Santander (Brasil) SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Allocation of Income and Dividends Mgmt For For
3 Fix Number of Directors at Ten Mgmt For For
4 Do You Wish to Adopt Cumulative Voting for the Mgmt None Abstain Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
5 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.
6 In Case There is Any Change to the Board Slate Mgmt None Against Composition, May Your Votes Still be Counted for the Proposed Slate? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
7 In Case Cumulative Voting Is Adopted, Do You Mgmt None Abstain Wish to Equally Distribute Your Votes Among the Nominees?
APPLICABLE ONLY IF CUMULATIVE VOTING IS Mgmt ADOPTED - If You Vote FOR on Item 7, Votes Will Be Automatically Distributed in Equal % Amongst All Nominees. If You Vote AGST, Contact Your Client Service Rep to Disproportionately Allocate % of Votes
8.1 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Alvaro Antonio Cardoso de Souza as Director
8.2 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Sergio Agapito Lires Rial as Director
8.3 Percentage of Votes to Be Assigned - Elect Celso Mgmt None Abstain Clemente Giacometti as Director
8.4 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Conrado Engel as Director
8.5 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Deborah Patricia Wright as Director
8.6 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Deborah Stern Vieitas as Director
8.7 Percentage of Votes to Be Assigned - Elect Jose Mgmt None Abstain Antonio Alvarez Alvarez as Director
8.8 Percentage of Votes to Be Assigned - Elect Jose Mgmt None Abstain de Paiva Ferreira as Director
8.9 Percentage of Votes to Be Assigned - Elect Jose Mgmt None Abstain Maria Nus Badia as Director
8.10 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Marilia Artimonte Rocca as Director
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Banco Santander (Brasil) SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
9 As an Ordinary Shareholder, Would You like to Mgmt None Abstain Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
10 Approve Remuneration of Company's Mgmt For Against Management Voter Rationale: We urge the board to take immediate steps to provide shareholders with the information referred to in item 13 of the Reference Form in CVM Instruction 480.
11 Do You Wish to Request Installation of a Fiscal Mgmt None For Council, Under the Terms of Article 161 of the Brazilian Corporate Law?
Banco Santander (Brasil) SA
Meeting Date: 04/26/2019 Country: Brazil Meeting Type: Annual/Special Ticker: SANB11
Primary ISIN: BRSANBCDAM13 Primary SEDOL: B4V5RY4
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
Annual Meeting Mgmt
1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2018
2 Approve Allocation of Income and Dividends Mgmt For For
3 Fix Number of Directors at Ten Mgmt For For
4a 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.
4b In Case There is Any Change to the Board Slate Mgmt None Against Composition, May Your Votes Still be Counted for the Proposed Slate? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
5 Approve Remuneration of Company's Mgmt For Against Management Voter Rationale: We urge the board to take immediate steps to provide shareholders with the information referred to in item 13 of the Reference Form in CVM Instruction 480.
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Banco Santander (Brasil) SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Special Meeting Mgmt
1 Amend Articles 21 and 24 Mgmt For For
2 Consolidate Bylaws Mgmt For For
Banco Santander (Brasil) SA
Meeting Date: 04/26/2019 Country: Brazil Meeting Type: Special Ticker: SANB11
Primary ISIN: BRSANBCDAM13 Primary SEDOL: B4V5RY4
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles 21 and 24 Mgmt For For
2 Consolidate Bylaws Mgmt For For
Banco Santander Mexico SA Institucion de Banca Multiple
Meeting Date: 04/29/2019 Country: Mexico Meeting Type: Annual Ticker: BSMXB
Primary ISIN: MX41BS060005 Primary SEDOL: BF1FXN2
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for Series F and B Shareholders Mgmt
1.1 Accept Financial Statements Mgmt For For
1.2 Accept Auditor's Report Mgmt For For
2 Approve Allocation of Income and Share Mgmt For For Repurchase Reserve
3 Receive Executive Chairman and CEO's Reports Mgmt For For
4 Receive Report on Board's Opinion on Executive Mgmt For For Chairman and CEO's Reports
5 Receive Board's Report on Principal Policies and Mgmt For For Accounting and Information Criteria
Page 18 of 202
The SEI Emerging Markets Equity Fund All Votes Report
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Banco Santander Mexico SA Institucion de Banca Multiple
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Receive Report on Adherence to Fiscal Mgmt For For Obligations
7 Receive Report on Activities and Operations Mgmt For For Undertaken by Board
8 Receive Report on Activities of Audit, Corporate Mgmt For For Practices, Nominations and Compensations Committees
9 Elect and Ratify Directors and Their Alternates Mgmt For For Representatives of Series F and B Shareholders; Fix Their Remuneration 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.
10 Approve Cash Dividends Mgmt For For
11 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
Banco Santander Mexico SA Institucion de Banca Multiple
Meeting Date: 04/29/2019 Country: Mexico Meeting Type: Special Ticker: BSMXB
Primary ISIN: MX41BS060005 Primary SEDOL: BF1FXN2
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Special Meeting for Series B Shareholders Mgmt
1 Elect or Ratify Directors and Commissioners Mgmt For For Representing Series B Shareholders 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.
2 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
Banco Santander Mexico SA Institucion de Banca Multiple
Meeting Date: 04/29/2019 Country: Mexico Meeting Type: Annual/Special Ticker: BSMXB
Primary ISIN: MX41BS060005 Primary SEDOL: BF1FXN2
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The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Banco Santander Mexico SA Institucion de Banca Multiple
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
Special Meeting Agenda Mgmt
1 Elect or Ratify Directors and Commissioners Mgmt For For Representing Series B Shareholders 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.
2 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
Ordinary Meeting Agenda Mgmt
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Allocation of Income and Share Mgmt For For Repurchase Reserve
3 Receive Executive Chairman and CEO's Reports Mgmt For For
4 Receive Report on Board's Opinion on Executive Mgmt For For Chairman and CEO's Reports
5 Receive Board's Report on Principal Policies and Mgmt For For Accounting and Information Criteria
6 Receive Report on Adherence to Fiscal Mgmt For For Obligations
7 Receive Report on Activities and Operations Mgmt For For Undertaken by Board
8 Receive Report on Activities of Audit, Corporate Mgmt For For Practices, Nominations and Compensations Committees
9 Elect and Ratify Directors and Their Alternates Mgmt For For Representatives of Series F and B Shareholders; Fix Their Remuneration
10 Approve Cash Dividends Mgmt For For
11 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
Bank of China Limited
Meeting Date: 05/17/2019 Country: China Meeting Type: Annual Ticker: 3988
Primary ISIN: CNE1000001Z5 Primary SEDOL: B154564
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Bank of China Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES Mgmt
1 Approve 2018 Work Report of Board of Directors Mgmt For For
2 Approve 2018 Work Report of Board of Mgmt For For Supervisors
3 Approve 2018 Annual Financial Report Mgmt For For
4 Approve 2018 Profit Distribution Plan Mgmt For For
5 Approve 2019 Annual Budget for Fixed Assets Mgmt For For Investment
6 Approve Ernst & Young Hua Ming LLP as Mgmt For For External Auditor
7 Elect Zhang Jiangang as Director Mgmt For For
8 Elect Martin Cheung Kong Liao as Director Mgmt For For
9 Elect Wang Changyun as Director Mgmt For For
10 Elect Angela Chao as Director Mgmt For For
11 Elect Wang Xiquan as Supervisor Mgmt For For
12 Elect Jia Xiangsen as Supervisor Mgmt For For
13 Elect Zheng Zhiguang as Supervisor Mgmt For For
14 Approve 2017 Remuneration Distribution Plan of Mgmt For For Directors
15 Approve 2017 Remuneration Distribution Plan of Mgmt For For Supervisors
16 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities without Preemptive Rights
17 Approve Issuance of Bonds Mgmt For For
18 Approve Issuance of Write-down Undated Mgmt For For Capital Bonds
19 Approve Issuance of Qualified Write-down Tier Mgmt For For 2 Capital Instruments
20 Elect Tan Yiwu as Director SH For For
BeiGene Ltd.
Meeting Date: 06/05/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 6160
Primary ISIN: KYG1146Y1017 Primary SEDOL: BGDY260
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BeiGene Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Elect Director Ranjeev Krishana 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.
2 Elect Director Xiaodong Wang 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. In addition, 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.
3 Elect Director Qingqing Yi 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.
4 Elect Director Jing-Shyh (Sam) Su 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.
5 Ratify Ernst & Young Hua Ming LLP and Ernst & Mgmt For For Young as Auditors
6 Authorize the Board of Directors to Issue, Allot, Mgmt For Against or Deal with Unissued Ordinary Shares and/or American Depositary 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.
7 Approve Connected Person Placing Authorization Mgmt For Against
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.
8 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Moreover, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. 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. Also, 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. Lastly, 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.
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Beijing Enterprises Water Group Ltd.
Meeting Date: 05/31/2019 Country: Bermuda Meeting Type: Annual Ticker: 371
Primary ISIN: BMG0957L1090 Primary SEDOL: B01YCG0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3.1 Elect Jiang Xinhao as Director Mgmt For For
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. In addition, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
3.2 Elect Zhou Min as Director Mgmt For For
3.3 Elect Ke Jian as Director Mgmt For For
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. In addition, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
3.4 Elect Li Li as Director Mgmt For For
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
3.5 Elect Shea Chun Lok Quadrant as Director Mgmt For Against
Voter Rationale: The board should include at least 33% 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.
3.6 Authorize Board to Fix Remuneration of Mgmt For For Directors
4 Approve Ernst & Young as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration 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.
5 Authorize Repurchase of Issued Share Capital Mgmt For For
6 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
7 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
Page 23 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Braskem SA
Meeting Date: 04/16/2019 Country: Brazil Meeting Type: Annual Ticker: BRKM5
Primary ISIN: BRBRKMACNPA4 Primary SEDOL: B0774N4
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for Preferred Shareholders Mgmt
1 As a Preferred Shareholder, Would You like to Mgmt None For Request a Separate Minority Election of a Member of the Fiscal Council, Under the Terms of Article 141 of the Brazilian Corporate Law?
2 Elect Patricia Gracindo Marques de Assis Bentes SH None For as Fiscal Council Member and Marcelo Gasparino da Silva as Alternate Appointed by Preferred Shareholder
BRF SA
Meeting Date: 04/29/2019 Country: Brazil Meeting Type: Annual/Special Ticker: BRFS3
Primary ISIN: BRBRFSACNOR8 Primary SEDOL: 2036995
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
Ordinary General Shareholders' Meeting Mgmt
1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2018
2 Approve Remuneration of Company's Mgmt For Against Management Voter Rationale: We urge the board to take immediate steps to provide shareholders with the information referred to in item 13 of the Reference Form in CVM Instruction 480.
3 Approve 2019 Global Compensation Cap in the Mgmt For Against Amount of BRL 118.3 Million Voter Rationale: We urge the board to take immediate steps to provide shareholders with the information referred to in item 13 of the Reference Form in CVM Instruction 480.
4a Elect Attilio Guaspari as Fiscal Council Member Mgmt For For and Susana Hanna Stiphan Jabra as Alternate
Page 24 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
BRF SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4b Elect Maria Paula Soares Aranha as Fiscal Mgmt For For Council Member and Monica Hojaij Carvalho Molina as Alternate
4c Elect Andre Vicentini as Fiscal Council Member Mgmt For For and Valdecyr Maciel Gomes as Allternate
5 Approve Remuneration of Fiscal Council Mgmt For For Members
Extraordinary General Shareholders' Meeting Mgmt
1 Amend Share Matching Plan Mgmt For Against
Voter Rationale: Incentive awards to executives should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation.
Brilliance China Automotive Holdings Limited
Meeting Date: 06/04/2019 Country: Bermuda Meeting Type: Annual Ticker: 1114
Primary ISIN: BMG1368B1028 Primary SEDOL: 6181482
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2A Elect Yan Bingzhe as Director Mgmt For For
2B Elect Qian Zuming as Director Mgmt For For
2C Elect Zhang Wei as Director Mgmt For For
2D Authorize Board to Fix Remuneration of Mgmt For For Directors
3 Approve Grant Thornton Hong Kong Limited as Mgmt For For Auditors and Authorize Board to Fix Their Remuneration
4A Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
4B Authorize Repurchase of Issued Share Capital Mgmt For For
4C Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
Page 25 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Brilliance China Automotive Holdings Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Adopt New Share Option Scheme and Authorize Mgmt For Against Board to Deal With All Matters in Relation to the New Share Option Scheme Voter Rationale: 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. Moreover, 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.
Catcher Technology Co. Ltd.
Meeting Date: 06/12/2019 Country: Taiwan Meeting Type: Annual Ticker: 2474
Primary ISIN: TW0002474004 Primary SEDOL: 6186669
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Business Operations Report and Mgmt For For Financial Statements
2 Approve Plan on Profit Distribution Mgmt For For
3 Approve Amendments to Articles of Association Mgmt For For
4 Approve Amendments to Rules and Procedures Mgmt For For Regarding Shareholder's General Meeting
5 Approve Amendments to Procedures Governing Mgmt For For the Acquisition or Disposal of Assets
6 Amend Procedures for Endorsement and Mgmt For For Guarantees
7 Amend Procedures for Lending Funds to Other Mgmt For For Parties
8 Approve Raising Funds by Issuance of Ordinary Mgmt For For Shares or Issuance of Global Depository Receipt
ELECT NON-INDEPENDENT AND INDEPENDENT Mgmt DIRECTORS VIA CUMULATIVE VOTING
9.1 Elect SHUI-SHU HUNG, with SHAREHOLDER Mgmt For For NO. 3, as Non-Independent Director Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders.
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Catcher Technology Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
9.2 Elect TIEN-SZU HUNG, with SHAREHOLDER NO. Mgmt For For 5, as Non-Independent Director
9.3 Elect SHUI SUNG HUNG, with SHAREHOLDER Mgmt For For NO. 4, as Non-Independent Director
9.4 Elect MENG HUAN LEI, with ID NO. Mgmt For Against E121040XXX, as Non-Independent Director Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
9.5 Elect WEN-CHE TSENG, with ID NO. Mgmt For For S100450XXX, as Independent Director
9.6 Elect TSORNG JUU LIANG, with ID NO. Mgmt For For S120639XXX, as Independent Director
9.7 Elect MENG-YANG CHENG (Cheng Ming-Yang), Mgmt For For with ID NO. R120715XXX, as Independent Director
10 Approve Release of Restrictions of Competitive Mgmt For Against Activities of Newly Appointed Directors
Voter Rationale: Companies should clearly disclose the business benefits cross directorships will bring, or how conflicts of interest or competition concerns will be managed if these directors engage in business activities with competitors.
Cathay Financial Holdings Co. Ltd.
Meeting Date: 06/14/2019 Country: Taiwan Meeting Type: Annual Ticker: 2882
Primary ISIN: TW0002882008 Primary SEDOL: 6425663
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
AGENDA FOR COMMON SHAREHOLDERS ONLY Mgmt
1 Approve Business Operations Report and Mgmt For For Financial Statements
2 Approve Profit Distribution Mgmt For For
3 Approve Cash Distribution from Capital Reserve Mgmt For For
4 Amend Articles of Association Mgmt For For
5 Amend Procedures Governing the Acquisition or Mgmt For For Disposal of Assets
6 Amend Rules and Procedures for Election of Mgmt For For Directors
Page 27 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Cathay Financial Holdings Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
AGENDA FOR COMMON AND PREFERRED Mgmt SHAREHOLDERS
7 Approve to Raise Long-term Capital Mgmt For For
AGENDA FOR COMMON SHAREHOLDERS ONLY Mgmt
ELECT NON-INDEPENDENT DIRECTORS AND Mgmt INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
8.1 Elect Cheng-Ta Tsai, a Representative of Chia Yi Mgmt For For Capital Co., Ltd. with Shareholder No. 572870, as Non-Independent Director Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
8.2 Elect Hong-Tu Tsai with Shareholder No. 1372, Mgmt For For as Non-Independent Director Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders.A vote FOR this nominee is warranted since their removal from the board would be expected to have a material negative impact on shareholder value.
8.3 Elect Cheng-Chiu Tsai, a Representative of Mgmt For For Chen-Sheng Industrial Co., Ltd. with Shareholder No. 552922, as Non-Independent Director Voter Rationale: A vote FOR this nominee is warranted since their removal from the board would be expected to have a material negative impact on shareholder value.
8.4 Elect Tsu-Pei Chen, a Representative of Culture Mgmt For Against and Charity Foundation of the CUB with Shareholder No. 579581, as Non-Independent Director Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
8.5 Elect Chi-Wei Joong, a Representative of Chia Yi Mgmt For Against Capital Co., Ltd. with Shareholder No. 572870, as Non-Independent Director Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
8.6 Elect Andrew Ming-Jian Kuo, a Representative of Mgmt For Against Culture and Charity Foundation of the CUB with Shareholder No. 579581, as Non-Independent Director Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.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.
8.7 Elect Tiao-Kuei Huang, a Representative of Mgmt For Against Cathay Life Insurance Co., Ltd. Employees' Welfare Committee with Shareholder No. 1237, as Non-Independent Director Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
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Cathay Financial Holdings Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
8.8 Elect Ming- Ho Hsiung, a Representative of Mgmt For Against Cathay Life Insurance Co., Ltd. Employees' Welfare Committee with Shareholder No. 1237, as Non-Independent Director Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
8.9 Elect Chang-Ken Lee, a Representative of Mgmt For For Cathay Life Insurance Co., Ltd. Employees' Welfare Committee with Shareholder No. 1237, as Non-Independent Director Voter Rationale: A vote FOR this nominee is warranted since their removal from the board would be expected to have a material negative impact on shareholder value.
8.10 Elect Feng-Chiang Miau with ID No. Mgmt For Against A131723XXX as Independent Director 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.In addition, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
8.11 Elect Edward Yung Do Way with ID No. Mgmt For Against A102143XXX as Independent Director 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.
8.12 Elect Li-Ling Wang with ID No. M220268XXX as Mgmt For For Independent Director
8.13 Elect Tang-Chieh Wu with ID No. R120204XXX Mgmt For For as Independent Director
9 Approve Discussion on the Relief of Certain Mgmt For For Directors from their Non-Competition Obligations
CCR SA
Meeting Date: 04/22/2019 Country: Brazil Meeting Type: Annual Ticker: CCRO3
Primary ISIN: BRCCROACNOR2 Primary SEDOL: 2840970
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For Against Reports for Fiscal Year Ended Dec. 31, 2018 Voter Rationale: The auditors have qualified their opinion in evaluation of accounts.
2 Approve Capital Budget Mgmt For For
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CCR SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Allocation of Income and Dividends Mgmt For For
4 Fix Number of Directors at 12 Mgmt For For
5 Do You Wish to Adopt Cumulative Voting for the Mgmt None Abstain Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
6.1 Elect Ana Maria Marcondes Penido Sant'Anna as Mgmt For Against Board Chairman and Eduarda Penido Dalla Vecchia as Alternate Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. 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. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
6.2 Elect Luiz Carlos Cavalcanti Dutra Junior as Mgmt For Against Director and Nelson Tambelini Junior as Alternate Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
6.3 Elect Ricardo Coutinho de Sena as Mgmt For Against Vice-Chairman and Jose Henrique Braga Polido Lopes as Alternate Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
6.4 Elect Fernando Luiz Aguiar Filho as Director and Mgmt For Against Leonardo de Almeida Massa as Alternate Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
6.5 Elect Paulo Roberto Reckziegel Guedes as Mgmt For Against Director and Tarcisio Augusto Carneiro as Alternate Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
6.6 Elect Henrique Sutton de Sousa Neves as Mgmt For Against Director and Rosa Evangelina Penido Dalla Vecchia as Alternate Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
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CCR SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6.7 Elect Renato Torres de Faria as Director and Mgmt For Against Paulo Marcio de Oliveira Monteiro as Alternate Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
6.8 Elect Luis Claudio Rapparini Soares as Director Mgmt For Against and Eduardo Penido Sant'Anna as Alternate
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
6.9 Elect Flavio Mendes Aidar as Director and Livio Mgmt For Against Hagime Kuze as Alternate Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
6.10 Elect Eduardo Bunker Gentil as Independent Mgmt For For Director
6.11 Elect Luiz Alberto Colonna Rosman as Mgmt For Against Independent Director Voter Rationale: A vote FOR candidate Eduardo Bunker Gentil (Item 6.10) is warranted as he is a new independent nominee.Votes AGAINST the new non-independent nominee Luis Claudio Rapparini Soares, as well as the incumbent candidates are warranted given the proposed board's lack of overall independence and the concerns regarding material failures of governance and potential breach of fiduciary duty from the company's administrators.
6.12 Elect Leonardo Porciuncula Gomes Pereira as Mgmt For Against Independent Director Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
7 In Case Cumulative Voting Is Adopted, Do You Mgmt None Abstain Wish to Equally Distribute Your Votes Among the Nominees? Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
APPLICABLE ONLY IF CUMULATIVE VOTING IS Mgmt ADOPTED - If You Vote FOR on Item 7, Votes Will Be Automatically Distributed in Equal % Amongst Below Nominees. If You Vote AGST, Contact Your Client Service Rep to Disproportionately Allocate % of Votes
8.1 Elect Ana Maria Marcondes Penido Sant'Anna as Mgmt None Abstain Board Chairman and Eduarda Penido Dalla Vecchia as Alternate Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8.2 Elect Luiz Carlos Cavalcanti Dutra Junior as Mgmt None Abstain Director and Nelson Tambelini Junior as Alternate Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
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CCR SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
8.3 Elect Ricardo Coutinho de Sena as Mgmt None Abstain Vice-Chairman and Jose Henrique Braga Polido Lopes as Alternate Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8.4 Elect Fernando Luiz Aguiar Filho as Director and Mgmt None Abstain Leonardo de Almeida Massa as Alternate Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8.5 Elect Paulo Roberto Reckziegel Guedes as Mgmt None Abstain Director and Tarcisio Augusto Carneiro as Alternate Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8.6 Elect Henrique Sutton de Sousa Neves as Mgmt None Abstain Director and Rosa Evangelina Penido Dalla Vecchia as Alternate Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8.7 Elect Renato Torres de Faria as Director and Mgmt None Abstain Paulo Marcio de Oliveira Monteiro as Alternate Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8.8 Elect Luis Claudio Rapparini Soares as Director Mgmt None Abstain and Eduardo Penido Sant'Anna as Alternate
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8.9 Elect Flavio Mendes Aidar as Director and Livio Mgmt None Abstain Hagime Kuze as Alternate Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8.10 Elect Eduardo Bunker Gentil as Independent Mgmt None Abstain Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8.11 Elect Luiz Alberto Colonna Rosman as Mgmt None Abstain Independent Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8.12 Elect Leonardo Porciuncula Gomes Pereira as Mgmt None Abstain Independent Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
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CCR SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
9 As an Ordinary Shareholder, Would You like to Mgmt None Abstain Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
10 Appoint Ana Maria Marcondes Penido Sant'Anna Mgmt For Against as Board Chairman and Ricardo Coutinho de Sena as Vice-Chairman Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. 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. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
11 Do You Wish to Request Installation of a Fiscal Mgmt None For Council, Under the Terms of Article 161 of the Brazilian Corporate Law?
12.1 Elect Piedade Mota da Fonseca as Fiscal Council Mgmt For For Member and Eraldo Soares Pecanha as Alternate
12.2 Elect Adalgiso Fragoso de Faria as Fiscal Council Mgmt For For Member and Marcelo de Andrade as Alternate
12.3 Elect Fernando Santos Salles as Fiscal Council Mgmt For For Member and Marina Rosenthal Rocha as Alternate
13 Approve Remuneration of Company's Mgmt For Against Management Voter Rationale: We urge the board to take immediate steps to provide shareholders with the information referred to in item 13 of the Reference Form in CVM Instruction 480.
14 Approve Remuneration of Fiscal Council Mgmt For For Members
CCR SA
Meeting Date: 04/22/2019 Country: Brazil Meeting Type: Special Ticker: CCRO3
Primary ISIN: BRCCROACNOR2 Primary SEDOL: 2840970
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The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
CCR SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Ratify Contracts between Company and Former Mgmt For Against Administrators Re: Collaboration Program and Waive Lawsuit Against Former Directors Involved in the Collaboration Program
Voter Rationale: We voted against as the terms of the Incentive Collaboration Agreement proposed do not appear to be in the best interest of the company's unaffiliated shareholders
Cencosud SA
Meeting Date: 04/30/2019 Country: Chile Meeting Type: Annual Ticker: CENCOSUD
Primary ISIN: CL0000000100 Primary SEDOL: B00R3L2
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
a Approve Financial Statements and Statutory Mgmt For For Reports
b Approve Allocation of Income and Dividends of Mgmt For For CLP 10 Per Share
c Approve Dividend Policy Mgmt For For
d Elect Directors Mgmt For Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. Additionally, 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.
e Approve Remuneration of Directors Mgmt For For
f Approve Remuneration and Budget of Directors' Mgmt For For Committee
g Receive Report on Expenses of Directors and Mgmt For For Directors' Committee
h Appoint Auditors Mgmt For Against
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
i Designate Risk Assessment Companies Mgmt For For
j Receive Report of Directors' Committee; Receive Mgmt For For Report Regarding Related-Party Transactions
k Receive Report on Oppositions Recorded on Mgmt For For Minutes of Board Meetings
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The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Cencosud SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
l Designate Newspaper to Publish Mgmt For For Announcements
m Other Business Mgmt For Against
Voter Rationale: Any Other Business should not be a voting item.
Cencosud SA
Meeting Date: 04/30/2019 Country: Chile Meeting Type: Special Ticker: CENCOSUD
Primary ISIN: CL0000000100 Primary SEDOL: B00R3L2
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
a Authorize Share Repurchase for Executives Mgmt For Against Compensation Plan Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Central Pattana Public Co. Ltd.
Meeting Date: 04/26/2019 Country: Thailand Meeting Type: Annual Ticker: CPN
Primary ISIN: TH0481B10Z00 Primary SEDOL: B6SR7L4
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Acknowledge Minutes of Previous Meeting Mgmt
2 Acknowledge Company's Performance Mgmt
3 Approve Financial Statements Mgmt For For
4 Approve Dividend Payment Mgmt For For
5.1 Elect Veravat Chutichetpong as Director Mgmt For For
5.2 Elect Sudhisak Chirathivat as Director Mgmt For Against
Voter Rationale: For companies without an independent chairman, the board should have at least 50% independent directors.
5.3 Elect Kobchai Chirathivat as Director Mgmt For Against
Voter Rationale: For companies without an independent chairman, the board should have at least 50% independent directors.
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The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Central Pattana Public Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5.4 Elect Prin Chirathivat as Director Mgmt For Against
Voter Rationale: For companies without an independent chairman, the board should have at least 50% independent directors.
6 Approve Remuneration of Directors Mgmt For Against
Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
7 Approve KPMG Poomchai Audit Limited as Mgmt For For Auditors and Authorize Board to Fix Their Remuneration
8 Other Business Mgmt For Against
Voter Rationale: Any Other Business should not be a voting item.
China Communications Services Corp. Ltd.
Meeting Date: 04/18/2019 Country: China Meeting Type: Special Ticker: 552
Primary ISIN: CNE1000002G3 Primary SEDOL: B1HVJ16
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Financial Services Framework Mgmt For Against Agreement, Proposed Annual Caps and Related Transactions Voter Rationale: In the absence of compelling economic rationale such pooling of the group’s cash through an unlisted financial vehicle may give the parent company control over the listed company’s finances.
China Conch Venture Holdings Limited
Meeting Date: 06/26/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 586
Primary ISIN: KYG2116J1085 Primary SEDOL: BH7HM06
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
Page 36 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
China Conch Venture Holdings Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3a Elect Guo Jingbin as Director Mgmt For For
Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders. In addition, 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.
3b Elect Li Daming as Director Mgmt For For
3c Elect Chan Kai Wing as Director Mgmt For For
3d Elect Chang Zhangli 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.
3e Authorize Board to Fix Remuneration of Mgmt For For Directors
4 Approve KPMG as Auditors and Authorize Board Mgmt For For to Fix Their Remuneration
5 Authorize Repurchase of Issued Share Capital Mgmt For For
6 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
7 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
China Construction Bank Corporation
Meeting Date: 06/21/2019 Country: China Meeting Type: Annual Ticker: 939
Primary ISIN: CNE1000002H1 Primary SEDOL: B0LMTQ3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES Mgmt
1 Approve 2018 Report of the Board of Directors Mgmt For For
2 Approve 2018 Report of the Board of Mgmt For For Supervisors
3 Approve 2018 Final Financial Accounts Mgmt For For
4 Approve 2018 Profit Distribution Plan Mgmt For For
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The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
China Construction Bank Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Approve Budget for 2019 Fixed Assets Mgmt For For Investment
6 Approve Remuneration Distribution and Mgmt For For Settlement Plan for Directors in 2017
7 Approve Remuneration Distribution and Mgmt For For Settlement Plan for Supervisors in 2017
8 Elect Liu Guiping as Director Mgmt For For
9 Elect Murray Horn as Director Mgmt For For
10 Elect Graeme Wheeler as Director Mgmt For For
11 Elect Zhao Xijun as Supervisor Mgmt For For
12 Approve Ernst & Young Hua Ming LLP as Mgmt For For Domestic Auditor and Ernst & Young as International Auditor and Authorize Board to Fix Their Remuneration
13 Approve Issuance of Write-down Undated Mgmt For For Capital Bonds
14 Approve Issuance of Write-down Eligible Mgmt For For Tier-two Capital Instruments
15 Elect Tian Bo as Director SH For For
16 Elect Xia Yang as Director SH For For
China Development Financial Holding Corp.
Meeting Date: 06/14/2019 Country: Taiwan Meeting Type: Annual Ticker: 2883
Primary ISIN: TW0002883006 Primary SEDOL: 6431756
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Business Operations Report and Mgmt For For Financial Statements 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.
2 Approve Profit Distribution Mgmt For For
3 Approve Cash Distribution from Capital Reserve Mgmt For For
4 Approve Amendments to Articles of Association Mgmt For For
5 Amend Procedures Governing the Acquisition or Mgmt For For Disposal of Assets
Page 38 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
China Development Financial Holding Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
ELECT 6 NON-INDEPENDENT DIRECTORS OUT Mgmt OF 7 CANDIDATES VIA CUMULATIVE VOTING
6.1 Elect Chia-Juch Chang, Representative of Chi Jie Mgmt For For Investment Co., Ltd., with Shareholder No. 01115973, as Non-Independent Director Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders.
6.2 Elect Alan Wang, Representative of Chi Jie Mgmt For For Investment Co., Ltd., with Shareholder No. 01115973, as Non-Independent Director 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.
6.3 Elect Daw-Yi Hsu, Representative of Jing Hui Mgmt For For Investment Co., Ltd., with Shareholder No. 01608077, as Non-Independent Director
6.4 Elect Mark Wei, Representative of Jing Hui Mgmt For For Investment Co., Ltd., with Shareholder No. 01608077, as Non-Independent Director
6.5 Elect Yu-Ling Kuo, Representative of GPPC Mgmt For For Chemical Corp., with Shareholder No. 01116025, as Non-Independent Director
6.6 Elect Paul Yang, with ID No. A123777XXX, as Mgmt For For Non-Independent Director Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
6.7 Elect Shu-Chen Wang, Representative of Bank SH Against Do Not Vote of Taiwan Co., Ltd., with Shareholder No. 163, as Non-Independent Director Voter Rationale: A vote AGAINST non-independent director nominee under Item 6.7 is warranted given the lack of relevant experience compared to the other nominees.
ELECT INDEPENDENT DIRECTORS VIA Mgmt CUMULATIVE VOTING
6.8 Elect Hsiou-Wei, Lin, with ID No. A121298XXX, Mgmt For For as Independent Director
6.9 Elect Tyzz-Jiun DUH, with ID No. T120363XXX, Mgmt For For as Independent Director
6.10 Elect Hsing-Cheng Tai, with ID No. Mgmt For For H101424XXX, as Independent Director
7 Approve Release of Restrictions on Competitive Mgmt For For Activities of Newly Appointed Directors and Representatives
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The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
China Everbright International Limited
Meeting Date: 05/22/2019 Country: Hong Kong Meeting Type: Annual Ticker: 257
Primary ISIN: HK0257001336 Primary SEDOL: 6630940
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3.1 Elect Cai Yunge as Director Mgmt For For
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.
3.2 Elect Wang Tianyi as Director Mgmt For For
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.
3.3 Elect Zhai Haitao as Director Mgmt For For
3.4 Elect Suo Xuquan as Director Mgmt For For
3.5 Authorize Board to Fix the Remuneration of the Mgmt For For Directors
4 Approve Ernst & Young as Auditor and Authorize Mgmt For For Board to Fix Their Remuneration
5.1 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
5.2 Authorize Repurchase of Issued Share Capital Mgmt For For
5.3 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
China Everbright Limited
Meeting Date: 05/23/2019 Country: Hong Kong Meeting Type: Annual Ticker: 165
Primary ISIN: HK0165000859 Primary SEDOL: 6455143
Page 40 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
China Everbright Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3a Elect Cai Yunge as Director Mgmt For For
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.
3b Elect Chen Shuang as Director Mgmt
3c Elect Lin Zhijun as Director Mgmt For Against
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, 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.
3d Elect Law Cheuk Kin, Stephen as Director Mgmt For For
3e Authorize Board to Fix Remuneration of Mgmt For For Directors
3f Elect Zhao Wei as Director Mgmt For For
3g Elect Tang Chi Chun, Richard as Director Mgmt For For
4 Approve Ernst & Young as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration
5 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
6 Authorize Repurchase of Issued Share Capital Mgmt For For
7 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
China Medical System Holdings Ltd.
Meeting Date: 04/25/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 867
Primary ISIN: KYG211081248 Primary SEDOL: B6WY993
Page 41 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
China Medical System Holdings Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3a Elect Chen Yanling as Director Mgmt For For
3b Elect Cheung Kam Shing, Terry as Director Mgmt For For
3c Elect Leung Chong Shun as Director Mgmt For For
3d Authorize Board to Fix Remuneration of Mgmt For For Directors
4 Appoint Deloitte Touche Tohmatsu as Auditors Mgmt For Against and Authorize Board to Fix Their Remuneration
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
5 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
6 Authorize Repurchase of Issued Share Capital Mgmt For For
7 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
China Mengniu Dairy Company Limited
Meeting Date: 06/06/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 2319
Primary ISIN: KYG210961051 Primary SEDOL: B01B1L9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3a Elect Tim Orting Jorgensen as Director and Mgmt For For Authorize Board to Fix His Remuneration
3b Elect Zhang Xiaoya as Director and Authorize Mgmt For For Board to Fix His Remuneration
Page 42 of 202
The SEI Emerging Markets Equity Fund All Votes Report
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China Mengniu Dairy Company Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3c Elect Yau Ka Chi as Director and Authorize Mgmt For For Board to Fix His Remuneration
3d Elect Chen Lang as Director and Authorize Mgmt For For Board to Fix His Remuneration
4 Approve Ernst & Young as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration
5 Authorize Repurchase of Issued Share Capital Mgmt For For
6 Approve Issuance of Equity or Equity-Linked Mgmt For For Securities without Preemptive Rights
China Mobile Limited
Meeting Date: 05/22/2019 Country: Hong Kong Meeting Type: Annual Ticker: 941
Primary ISIN: HK0941009539 Primary SEDOL: 6073556
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3.1 Elect Yang Jie as Director 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.
3.2 Elect Dong Xin as Director Mgmt For For
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.
4.1 Elect Moses Cheng Mo Chi 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. In addition, 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.
4.2 Elect Yang Qiang as Director Mgmt For For
5 Approve PricewaterhouseCoopers and Mgmt For For PricewaterhouseCoopers Zhong Tian LLP as Auditors and Authorize Board to Fix Their Remuneration
6 Authorize Repurchase of Issued Share Capital Mgmt For For
Page 43 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
China Mobile Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
8 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
China Mobile Ltd.
Meeting Date: 05/22/2019 Country: Hong Kong Meeting Type: Annual Ticker: 941
Primary ISIN: HK0941009539 Primary SEDOL: 6073556
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3.1 Elect Yang Jie as Director Mgmt For For
3.2 Elect Dong Xin as Director Mgmt For For
4.1 Elect Moses Cheng Mo Chi as Director Mgmt For Against
4.2 Elect Yang Qiang as Director Mgmt For For
5 Approve PricewaterhouseCoopers and Mgmt For For PricewaterhouseCoopers Zhong Tian LLP as Auditors and Authorize Board to Fix Their Remuneration
6 Authorize Repurchase of Issued Share Capital Mgmt For For
7 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities without Preemptive Rights
8 Authorize Reissuance of Repurchased Shares Mgmt For Against
China Molybdenum Co., Ltd.
Meeting Date: 06/14/2019 Country: China Meeting Type: Annual Ticker: 3993
Primary ISIN: CNE100000114 Primary SEDOL: B1VRCG6
Page 44 of 202
The SEI Emerging Markets Equity Fund All Votes Report
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China Molybdenum Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES Mgmt
1 Approve 2018 Financial Report and Financial Mgmt For For Statements Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Approve 2019 Budget Report Mgmt For For
3 Approve 2018 Profit Distribution Plan Mgmt For For
4 Approve 2018 Report of the Board of Directors Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
5 Approve 2018 Report of the Supervisory Mgmt For For Committee Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
6 Approve 2018 Annual Report Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
7 Approve Appointment of 2019 External Auditor 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.
8 Approve Purchase of Structured Deposit with Mgmt For For Internal Idle Fund
9 Approve Purchase of Wealth Management or Mgmt For For Entrusted Wealth Management Products with Internal Idle Funds
10 Approve Provision of Financial Guarantee to Mgmt For For Direct or Indirect Wholly-owned Subsidiaries
11 Authorize Board to Deal with All Matters in Mgmt For For Relation to the Distribution of 2019 Interim and Quarterly Dividend
12 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities without Preemptive Rights for A Shares and/or H 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.
13 Authorize Repurchase of Issued H Share Capital Mgmt For For
14 Approve Material Asset Acquisition of the Mgmt For For Company Satisfying Conditions of Material Asset Reorganization of Listed Companies
15 Approve Plan of Material Asset Acquisition of the Mgmt For For Company
Page 45 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
China Molybdenum Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
16 Approve Material Approve Asset Acquisition of Mgmt For For the Company Not Constituting a Related Party Transaction
17 Approve Material Asset Acquisition of the Mgmt For For Company Not Constituting a Reverse Takeover
18 Approve Material Asset Acquisition of the Mgmt For For Company Satisfying the RequirementsUnder Article 4 of the Regulations Concerning the Standardization of Certain Issues of Material Asset Reorganization of Listed Companies
19 Approve Explanation of Whether the Fluctuation Mgmt For For in Share Price as a Result of the Material Asset Acquisition Reached the Relevant Standards Under Article 5 of the Notice
20 Approve Material Asset Acquisition Report Mgmt For For (Draft) of China Molybdenum Co., Ltd. and Its Summary
21 Approve Effect on Major Financial Indicators Mgmt For For from the Dilution of Current Returns as a Result of the Material Asset Acquisition and Its Remedial Measures
22 Authorize Board to Handle All Matters in Mgmt For For Relation to the Material Asset Acquisition
23 Approve Shareholder Return Plan For the Next Mgmt For For Three Years (2019 to 2021)
24 Approve Proposed Provision of Financing SH For For Guarantee to a Joint Venture of the Company
China Molybdenum Co., Ltd.
Meeting Date: 06/14/2019 Country: China Meeting Type: Special Ticker: 3993
Primary ISIN: CNE100000114 Primary SEDOL: B1VRCG6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
CLASS MEETING FOR HOLDERS OF H SHARES Mgmt
1 Authorize Repurchase of Issued H Share Capital Mgmt For For
Page 46 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
China National Building Material Company Limited
Meeting Date: 05/24/2019 Country: China Meeting Type: Annual Ticker: 3323
Primary ISIN: CNE1000002N9 Primary SEDOL: B0Y91C1
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve 2018 Report of the Board of Directors Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Approve 2018 Report of the Supervisory Mgmt For For Committee Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
3 Approve 2018 Auditors' Report and Audited Mgmt For For Financial Statements Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
4 Approve 2018 Profit Distribution Plan and Final Mgmt For For Dividend Distribution Plan
5 Authorize Board to Deal With All Matters in Mgmt For For Relation to the Company's Distribution of Interim Dividend
6 Approve Baker Tilly China Certified Public Mgmt For For Accountants as Domestic Auditor and Baker Tilly Hong Kong Limited as International Auditor and Authorize Board to Fix Their Remuneration
7 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities without Preemptive Rights for Unlisted Shares and H 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.
8 Approve Issuance of Debt Financing Mgmt For For Instruments and Related Transactions
China Petroleum & Chemical Corp.
Meeting Date: 05/09/2019 Country: China Meeting Type: Annual Ticker: 386
Primary ISIN: CNE1000002Q2 Primary SEDOL: 6291819
Page 47 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
China Petroleum & Chemical Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Approve Report of the Board of Directors Mgmt For For
2 Approve Report of the Board of Supervisors Mgmt For For
3 Approve 2018 Financial Reports Mgmt For For
4 Approve 2018 Profit Distribution Plan Mgmt For For
5 Approve Interim Profit Distribution Plan Mgmt For For
6 Approve PricewaterhouseCoopers Zhong Tian Mgmt For For LLP and PricewaterhouseCoopers as External Auditors and Authorize Board to Fix Their Remuneration
7 Approve Issuance of Debt Financing Mgmt For Against Instruments
8 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities without Preemptive Rights
9 Amend Articles of Association and Authorize Mgmt For For Secretary to the Board to Represent Sinopec Corp. in Handling Relevant Formalities for Amendments
China Taiping Insurance Holdings Company Limited
Meeting Date: 05/31/2019 Country: Hong Kong Meeting Type: Annual Ticker: 966
Primary ISIN: HK0000055878 Primary SEDOL: 6264048
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3a1 Elect Luo Xi as Director 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.
Page 48 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
China Taiping Insurance Holdings Company Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3a2 Elect Huang Weijian as Director Mgmt For Against
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
3a3 Elect Zhu Xiangwen as Director Mgmt For Against
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
3a4 Elect Zhu Dajian as Director Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
3b Authorize Board to Fix Remuneration of Mgmt For For Directors
4 Approve PricewaterhouseCoopers as Auditor Mgmt For For and Authorize Board to Fix Their Remuneration
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.
5 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
6 Authorize Repurchase of Issued Share Capital Mgmt For For
7 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
China Vanke Co., Ltd.
Meeting Date: 06/28/2019 Country: China Meeting Type: Annual Ticker: 2202
Primary ISIN: CNE100001SR9 Primary SEDOL: BN320P8
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES Mgmt
1 Approve 2018 Report of the Board of Directors Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Approve 2018 Report of the Supervisory Mgmt For For Committee Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Page 49 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
China Vanke Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve 2018 Annual Report Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
4 Approve 2018 Dividend Distribution Plan Mgmt For For
5 Approve KPMG Huazhen LLP and KPMG as Mgmt For Against Auditors Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
6 Approve Authorization on the Company and Its Mgmt For For Majority-Owned Subsidiaries to Provide Financial Assistance to Third Parties
7 Approve Issuance of Debt Financing Mgmt For For Instruments
8 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities without Preemptive Rights for H 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.
Chlitina Holding Ltd.
Meeting Date: 06/05/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 4137
Primary ISIN: KYG211641017 Primary SEDOL: BGCWLC4
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Business Operations Report and Mgmt For For Financial Statements Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Approve Profit Distribution Mgmt For For
3 Amend Articles of Association Mgmt For For
4 Amend Procedures Governing the Acquisition or Mgmt For For Disposal of Assets
5 Amend Procedures for Lending Funds to Other Mgmt For For Parties
6 Amend Procedures for Endorsement and Mgmt For For Guarantees
7 Approve Release of Restrictions of Competitive Mgmt For For Activities of Directors
Page 50 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Cia Cervecerias Unidas SA
Meeting Date: 04/17/2019 Country: Chile Meeting Type: Annual Ticker: CCU
Primary ISIN: CLP249051044 Primary SEDOL: 2196189
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Receive Chairman's Report Mgmt
2 Approve Consolidated Financial Statements and Mgmt For For Statutory Reports
3 Approve Allocation of Income and Dividends of Mgmt For For CLP 358.33 per Share and CLP 716.66 per ADR to Be Distributed on April 29, 2019
4 Present Dividend Policy and Distribution Mgmt Procedures
5 Elect Directors Mgmt For Withhold
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.
6 Approve Remuneration of Directors Mgmt For For
7 Approve Remuneration and Budget of Directors' Mgmt For For Committee
8 Approve Remuneration and Budget of Audit Mgmt For For Committee
9a Appoint Auditors Mgmt For Withhold
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
9b Designate Risk Assessment Companies Mgmt For For
10 Receive Directors' Committee Report on Mgmt Activities
11 Receive Report Regarding Related-Party Mgmt Transactions
12 Transact Other Business (Non-Voting) Mgmt
CIFI Holdings (Group) Co. Ltd.
Meeting Date: 05/14/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 884
Primary ISIN: KYG2140A1076 Primary SEDOL: B8Z00N3
Page 51 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
CIFI Holdings (Group) Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3.1 Elect Lin Zhong as Director 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.
3.2 Elect Lin Feng as Director Mgmt For For
3.3 Elect Wang Wei as Director Mgmt For For
3.4 Elect Tan Wee Seng 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.
3.5 Authorize Board to Fix Remuneration of Mgmt For For Directors
4 Approve Deloitte Touche Tohmatsu as Auditors Mgmt For For and Authorize Board to Fix Their Remuneration
5 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
6 Authorize Repurchase of Issued Share Capital Mgmt For For
7 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
CIMC Enric Holdings Ltd.
Meeting Date: 05/20/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 3899
Primary ISIN: KYG2198S1093 Primary SEDOL: B0M6DX9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
Page 52 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
CIMC Enric Holdings Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Final Dividend Mgmt For For
3.1 Elect Wang Caiyong as Director Mgmt For For
3.2 Elect Yien Yu Yu, Catherine as Director Mgmt For For
3.3 Elect Yu Yuqun as Director Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
3.4 Elect Wang Yu as Director Mgmt For For
3.5 Elect Zhang Xueqian as Director Mgmt For For
3.6 Authorize Board to Fix Remuneration of Mgmt For For Directors
4 Approve PricewaterhouseCoopers as Auditor Mgmt For For and Authorize Board to Fix Their Remuneration
5 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
6 Authorize Repurchase of Issued Share Capital Mgmt For For
7 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
CITIC Limited
Meeting Date: 06/05/2019 Country: Hong Kong Meeting Type: Annual Ticker: 267
Primary ISIN: HK0267001375 Primary SEDOL: 6196152
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3 Elect Li Qingping as Director Mgmt For For
4 Elect Yan Shuqin as Director Mgmt For For
5 Elect Liu Zhongyuan as Director Mgmt For For
6 Elect Xu Jinwu as Director Mgmt For For
Page 53 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
CITIC Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 Elect Gregory Lynn Curl as Director Mgmt For For
8 Approve Not to Fill Up the Vacated Office of Mgmt For For Paul Chow Man Yiu Upon His Retirement as a Director
9 Approve PricewaterhouseCoopers as Auditor Mgmt For For and Authorize Board to Fix Their Remuneration
10 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
11 Authorize Repurchase of Issued Share Capital Mgmt For For
CITIC Securities Co., Ltd.
Meeting Date: 05/27/2019 Country: China Meeting Type: Special Ticker: 6030
Primary ISIN: CNE1000016V2 Primary SEDOL: B6SPB49
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
EGM BALLOT FOR HOLDERS OF H SHARES Mgmt
1 Approve Updated Plan in Relation to the Mgmt For For Acquisition of Assets by Issuance of Shares and Related Party Transaction
1.01 Approve Overall Plan of the Transaction Mgmt For For
1.02 Approve Target Assets and Counterparties of Mgmt For For the Transaction
1.03 Approve Pricing Basis of the Target Asset and Mgmt For For Consideration of the Transaction
1.04 Approve Payment Methods of the Consideration Mgmt For For
1.05 Approve Term of Payment Mgmt For For
1.06 Approve Contractual Obligations Regarding the Mgmt For For Transfer of the Target Assets and Liability for Breach of the Relevant Obligations
1.07 Approve Profit and Loss Distribution Mgmt For For
1.08 Approve Transfer of the Excluded Assets by Mgmt For For Guangzhou Securities
1.09 Approve Debt and Personnel Arrangements Mgmt For For
Page 54 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
CITIC Securities Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.10 Approve Preliminary Integration Arrangements Mgmt For For Upon Completion of the Transaction
1.11 Approve Effective Period of the Resolution Mgmt For For
1.12 Approve Way of Issuance Mgmt For For
1.13 Approve Type and Nominal Value of Shares to Mgmt For For be Issued
1.14 Approve Targets of Issuance and Way of Mgmt For For Subscription
1.15 Approve Pricing Benchmark Date and Issue Mgmt For For Price
1.16 Approve Number of Shares to be Issued Mgmt For For
1.17 Approve Lock-up Period Mgmt For For
1.18 Approve Arrangement in Relation to the Mgmt For For Accumulated Undistributed Profits of the Company Prior to the Issuance
1.19 Approve Listing Arrangement Mgmt For For
1.20 Approve Effective Period of the Resolution Mgmt For For
2 Approve Transaction Constituting a Related Mgmt For For Party Transaction
3 Approve Report on the Acquisition of Assets by Mgmt For For Issuance of Shares and Related Party Transaction of CITIC Securities Company Limited (Draft) and Its Summary
4 Approve Agreement on Asset Acquisition by Mgmt For For Issuance of Shares and Its Appendix Among the Company, Its Wholly-owned Subsidiary and Specific Parties
5 Approve Acquisition of Assets by Issuance of Mgmt For For Shares Not Constituting a Backdoor Listing as Stipulated in Article 13 of the Administrative Measures for the Significant Asset Restructurings of Listed Companies
6 Approve Acquisition of Assets by Issuance of Mgmt For For Shares and Related Party Transaction of the Company Complying with Relevant Laws and Regulations
7 Approve Transaction Complying with Article 4 of Mgmt For For the Provisions on Several Issues Concerning Regulating the Significant Asset Restructurings of Listed Companies
8 Approve Audit Report, the Pro Forma Review Mgmt For For Report and the Asset Valuation Report in Relation to the Transaction
Page 55 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
CITIC Securities Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
9 Approve Independence of the Appraisal Mgmt For For Institution, Reasonableness of the Appraisal Assumptions, Relevance of Appraisal Method Selected to Appraisal Objectives and Status of Assets Under Appraisal and Fairness of the Appraisal Price
10 Approve Resolution on the Risk Warning on Mgmt For For Dilution of Immediate Return and Remedial Measures in Relation to the Transaction
11 Approve Provision of Guarantee for Guangzhou Mgmt For For Securities by the Company
12 Authorized Board to Deal with All Matters in Mgmt For For Relation to the Transaction
13 Elect Zhou Zhonghui as Director 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.
CITIC Securities Co., Ltd.
Meeting Date: 06/28/2019 Country: China Meeting Type: Annual Ticker: 6030
Primary ISIN: CNE1000016V2 Primary SEDOL: B6SPB49
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES Mgmt
ORDINARY RESOLUTIONS Mgmt
1 Approve 2018 Work Report of the Board Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Approve 2018 Work Report of the Supervisory Mgmt For For Committee Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
3 Approve 2018 Annual Report Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
4 Approve 2018 Profit Distribution Plan Mgmt For For
Page 56 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
CITIC Securities Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Approve PricewaterhouseCoopers Zhong Tian Mgmt For Against LLP and PricewaterhouseCoopers as PRC and International Auditors Respectively, PricewaterhouseCoopers Zhong Tian LLP as Internal Control Auditor and Fix Their Remuneration
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
6 Approve 2019 Estimated Investment Amount for Mgmt For For Proprietary Business
8 Approve Remuneration of Directors and Mgmt For For Supervisors
RESOLUTIONS RELATING TO THE ESTIMATION Mgmt OF RELATED PARTY/CONTINUING CONNECTED TRANSACTIONS CONTEMPLATED IN 2019
9.01 Approve Contemplated Related Party/Connected Mgmt For For Transactions Between the Company and Its Subsidiaries and the CITIC Group and Its Subsidiaries and Associates
9.02 Approve Contemplated Related Party/Connected Mgmt For For Transactions Between the Company and Its Subsidiaries and Other Related/Connected Parties
9.03 Approve Contemplated Related Party/Connected Mgmt For For Transactions Between the Company and Companies Holding More Than 10% Equity Interest
9.04 Approve Contemplated Related Party/Connected Mgmt For For Transactions Between the Company and Companies Holding More Than 5% Equity Interest
SPECIAL RESOLUTIONS Mgmt
7 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities without Preemptive Rights for A Shares and H 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.
CNOOC Limited
Meeting Date: 05/23/2019 Country: Hong Kong Meeting Type: Annual Ticker: 883
Primary ISIN: HK0883013259 Primary SEDOL: B00G0S5
Page 57 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
CNOOC Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
A1 Accept Financial Statements and Statutory Mgmt For For Reports
A2 Approve Final Dividend Mgmt For For
A3 Elect Wang Dongjin as Director Mgmt For Against
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
A4 Elect Xu Keqiang as Director Mgmt For For
A5 Elect Chiu Sung Hong as Director Mgmt For Against
Voter Rationale: The board should include at least 33% 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 remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
A6 Elect Qiu Zhi Zhong as Director Mgmt For For
A7 Authorize Board to Fix the Remuneration of Mgmt For For Directors
A8 Approve Deloitte Touche Tohmatsu as Mgmt For For Independent Auditors and Authorize Board to Fix Their Remuneration
B1 Authorize Repurchase of Issued Share Capital Mgmt For For
B2 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
B3 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
Commercial International Bank (Egypt) SAE
Meeting Date: 06/12/2019 Country: Egypt Meeting Type: Special Ticker: COMI
Primary ISIN: EGS60121C018 Primary SEDOL: 6243898
Did Not Vote Due to Ballot Shareblocking
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Extraordinary Business Mgmt
Page 58 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Commercial International Bank (Egypt) SAE
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Increase Authorized Capital Up to EGP 50 Billion Mgmt For Do Not Vote and Amend Article 6 of Bylaws
2 Amend Article 4 of Bylaws Mgmt For Do Not Vote
3 Amend Article 8 of Bylaws Mgmt For Do Not Vote
4 Amend Article 25 of Bylaws Mgmt For Do Not Vote
5 Amend Article 39 of Bylaws Mgmt For Do Not Vote
6 Amend Article 44 of Bylaws Mgmt For Do Not Vote
7 Amend Article 47 bis of Bylaws Mgmt For Do Not Vote
8 Amend Article 55 bis of Bylaws Mgmt For Do Not Vote
Companhia Siderurgica Nacional
Meeting Date: 04/26/2019 Country: Brazil Meeting Type: Annual Ticker: CSNA3
Primary ISIN: BRCSNAACNOR6 Primary SEDOL: B019KX8
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2018
2 Approve Allocation of Income and Dividends Mgmt For For
3 Fix Number of Directors Mgmt For For
4 Approve Remuneration of Company's Mgmt For Against Management Voter Rationale: We urge the board to take immediate steps to provide shareholders with the information referred to in item 13 of the Reference Form in CVM Instruction 480.
5 Do You Wish to Adopt Cumulative Voting for the Mgmt None Abstain Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
6 Elect Directors Mgmt For Abstain
Voter Rationale: An ABSTAIN is warranted for the management's board nominees to allow minority shareholders to concentrate their votes on the election of a minority board representative, further analyzed under Item 12.
Page 59 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Companhia Siderurgica Nacional
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 In Case There is Any Change to the Board Slate Mgmt None Against Composition, May Your Votes Still be Counted for the Proposed Slate? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8 In Case Cumulative Voting Is Adopted, Do You Mgmt None Abstain Wish to Equally Distribute Your Votes Among the Nominees? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
APPLICABLE ONLY IF CUMULATIVE VOTING IS Mgmt ADOPTED - If You Vote FOR on Item 8, Votes Will Be Automatically Distributed in Equal % Amongst All Nominees. If You Vote AGST, Contact Your Client Service Rep to Disproportionately Allocate % of Votes
9.1 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Benjamin Steinbruch as Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
9.2 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Antonio Bernardo Vieira Maia as Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
9.3 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Yoshiaki Nakano as Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
9.4 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Miguel Ethel Sobrinho as Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
10 As an Ordinary Shareholder, Would You like to Mgmt None For Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?
11 Do You Wish to Request Installation of a Fiscal Mgmt None For Council, Under the Terms of Article 161 of the Brazilian Corporate Law?
12 Elect Valmir Pedro Rossi as Director Appointed SH None For by Minority Shareholder
13 In Case Neither Class of Shares Reaches the Mgmt None For Minimum Quorum Required by the Brazilian Corporate Law to Elect a Board Representative in Separate Elections, Would You Like to Use Your Votes to Elect the Candidate with More Votes to Represent Both Classes?
Page 60 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Companhia Siderurgica Nacional
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
14 Elect Patricia Valente Stierli as Fiscal Council SH None For Member and Susana Hanna Stiphan Jabra as Appointed by Minority Shareholder
Corporacion America Airports SA
Meeting Date: 05/22/2019 Country: Luxembourg Meeting Type: Annual Ticker: CAAP
Primary ISIN: LU1756447840 Primary SEDOL: BD45SN0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Annual Meeting Agenda Mgmt
1 Receive Financial Statements and Statutory Mgmt Reports (Non-Voting)
2 Approve 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.
3 Approve Allocation of Income Mgmt For For
4 Approve Discharge of Directors Mgmt For For
5 Approve Remuneration of Directors Mgmt For For
6 Elect Daniel Marx as Director Mgmt For For
7 Appoint PricewaterhouseCoopers as Auditor Mgmt For For
8 Approve Share Repurchase Mgmt For Against
Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%.
9 Amend Articles 11.2 and 11.3 Re: NYSE Mgmt For For Convening Requirements of General Meetings
10 Amend Article 11.9 Re: Minutes and Certified Mgmt For For Copies
11 Amend Article 13.2 Re: Procedure to Convene a Mgmt For For Board Meeting
12 Amend Article 14.2 Re: Signature of Copies or Mgmt For For Extracts of Board Minutes
13 Amend Article 21.3 Re: Availability of Mgmt For For Documents at the Registered Office
14 Amend Articles 5.2 Re: Adjust Clerical Mgmt For For Inaccuracy and Add Definition of "General Meeting"
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Cosan SA
Meeting Date: 04/26/2019 Country: Brazil Meeting Type: Annual Ticker: CSAN3
Primary ISIN: BRCSANACNOR6 Primary SEDOL: B0P72G5
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2018 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.
2 Approve Allocation of Income Mgmt For For
3 Fix Number of Directors at Six Mgmt For For
4 Approve Characterization of Dan Ioschpe and Mgmt For For Mailson Ferreira da Nobrega as Independent Directors
5 Do You Wish to Adopt Cumulative Voting for the Mgmt None Abstain Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
6.1 Elect Rubens Ometto Silveira Mello as Director 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.
6.2 Elect Marcos Marinho Lutz as Director Mgmt For For
6.3 Elect Marcelo de Souza Scarcela Portela as Mgmt For For Director
6.4 Elect Burkhard Otto Cordes as Director Mgmt For Against
6.5 Elect Dan Ioschpe as Director Mgmt For Against
6.6 Elect Mailson Ferreira da Nobrega as Director Mgmt For Against
7 In Case Cumulative Voting Is Adopted, Do You Mgmt None Abstain Wish to Equally Distribute Your Votes Among the Nominees?
APPLICABLE ONLY IF CUMULATIVE VOTING IS Mgmt ADOPTED - If You Vote FOR on Item 7, Votes Will Be Automatically Distributed in Equal % Amongst All Nominees. If You Vote AGST, Contact Your Client Service Rep to Disproportionately Allocate % of Votes
8.1 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Rubens Ometto Silveira Mello as Director
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The SEI Emerging Markets Equity Fund All Votes Report
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Cosan SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
8.2 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Marcos Marinho Lutz as Director
8.3 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Marcelo de Souza Scarcela Portela as Director
8.4 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Burkhard Otto Cordes as Director
8.5 Percentage of Votes to Be Assigned - Elect Dan Mgmt None Abstain Ioschpe as Director
8.6 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Mailson Ferreira da Nobrega as Director
9 Install Fiscal Council Mgmt For For
10 Fix Number of Fiscal Council Members at Five Mgmt For For
11.1 Elect Luiz Carlos Nannini as Fiscal Council Mgmt For For Member and Nadir Dancini Barsnulfo as Alternate
11.2 Elect Marcelo Curti as Fiscal Council Member Mgmt For For and Henrique Ache Pillar as Alternate
11.3 Elect Edison Carlos Fernandes as Fiscal Council Mgmt For For Member and Francisco Silverio Morales Cespede as Alternate
11.4 Elect Vanessa Claro Lopes as Fiscal Council Mgmt For For Member and Carla Alessandra Trematore as Alternate
11.5 Elect Alberto Asato as Fiscal Council Member Mgmt For For and Edison Andrade de Souza as Alternate
12 Approve Remuneration of Company's Mgmt For For Management and Fiscal Council
Cosan SA
Meeting Date: 04/26/2019 Country: Brazil Meeting Type: Special Ticker: CSAN3
Primary ISIN: BRCSANACNOR6 Primary SEDOL: B0P72G5
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Ratify Cancellation of Treasury Shares and Mgmt For For Amend Article 5 Accordingly
2 Authorize Capitalization of Reserves and Amend Mgmt For For Article 5 Accordingly
3 Approve Decrease in Board Size and Amend Mgmt For For Article 15 Accordingly
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The SEI Emerging Markets Equity Fund All Votes Report
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Cosan SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Amend Articles 26 and 29 Mgmt For For
5 Consolidate Bylaws Mgmt For For
Country Garden Holdings Co. Ltd.
Meeting Date: 05/16/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 2007
Primary ISIN: KYG245241032 Primary SEDOL: B1VKYN6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3a1 Elect Yang Huiyan as Director Mgmt For For
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.
3a2 Elect Mo Bin as Director Mgmt For For
3a3 Elect Song Jun as Director Mgmt For For
3a4 Elect Liang Guokun as Director Mgmt For For
3a5 Elect Shek Lai Him, Abraham 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.
3b Authorize Board to Fix the Remuneration of Mgmt For For Directors
4 Approve PricewaterhouseCoopers as Auditor Mgmt For For and Authorize Board to Fix Their Remuneration
5 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
6 Authorize Repurchase of Issued Share Capital Mgmt For For
7 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
8 Amend Articles of Association Mgmt For For
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The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Country Garden Holdings Co. Ltd.
Meeting Date: 05/16/2019 Country: Cayman Islands Meeting Type: Special Ticker: 2007
Primary ISIN: KYG245241032 Primary SEDOL: B1VKYN6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Issue of Written Call Options Mgmt For For
CRRC Corporation Limited
Meeting Date: 06/25/2019 Country: China Meeting Type: Annual Ticker: 1766
Primary ISIN: CNE100000BG0 Primary SEDOL: B2R2ZC9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES Mgmt
1 Approve 2018 Final Financial Accounts Report Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Approve 2018 Work Report of the Board of Mgmt For For Directors Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
3 Approve 2018 Work Report of the Supervisory Mgmt For For Committee Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
4 Approve Remuneration of Directors Mgmt For For
5 Approve Remuneration of Supervisors Mgmt For For
6 Approve 2018 Profit Distribution Plan Mgmt For For
7 Approve 2019 Arrangement of Guarantees Mgmt For Against
Voter Rationale: A vote AGAINST this resolution is warranted since the company will be taking in a disproportionate amount of risk relative to its ownership stake without compelling justification.
8 Approve Deloitte Touche Tohmatsu Certified Mgmt For For Public Accountants LLP and Deloitte Touche Tohmatsu Certified Public Accountants as Auditors as well as Deloitte Touche Tohmatsu CPA LLP as Internal Control Auditors and Authorize Board to Fix Their Remuneration
9 Elect Chen Zhenhan as Supervisor Mgmt For For
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The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
CRRC Corporation Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
10 Approve Amendments to Articles of Association Mgmt For For
11 Amend Rules and Procedures Regarding General Mgmt For For Meetings of Shareholders
12 Amend Rules and Procedures Regarding Mgmt For For Meetings of Board of Directors
13 Amend Rules and Procedures Regarding Mgmt For For Meetings of Board of Supervisors
14 Approve Issuance of Debt Financing Mgmt For Against Instruments Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
15 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities without Preemptive Rights for A Shares and H 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.
Cyrela Brazil Realty SA Empreendimentos e Participacoes
Meeting Date: 04/26/2019 Country: Brazil Meeting Type: Annual Ticker: CYRE3
Primary ISIN: BRCYREACNOR7 Primary SEDOL: 2189855
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2018 Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Accept Management Statements for Fiscal Year Mgmt For For Ended Dec. 31, 2018
3 Approve Allocation of Income Mgmt For For
4 Fix Number of Directors Mgmt For For
5 Approve Remuneration of Company's Mgmt For For Management
6 Do You Wish to Request Installation of a Fiscal Mgmt None For Council, Under the Terms of Article 161 of the Brazilian Corporate Law?
Page 66 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Cyrela Brazil Realty SA Empreendimentos e Participacoes
Meeting Date: 04/26/2019 Country: Brazil Meeting Type: Special Ticker: CYRE3
Primary ISIN: BRCYREACNOR7 Primary SEDOL: 2189855
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Corporate Purpose and Amend Article 4 Mgmt For Against Accordingly Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
2 Amend Articles 23, 24, 25 and 30 Mgmt For For
3 Amend Article 31 Re: Number of Executives Mgmt For For
4 Amend Article 31 Mgmt For For
5 Amend Article 31 Paragraph 1 Mgmt For For
6 Amend Articles Re: Novo Mercado Mgmt For For
7 Amend Articles Mgmt For For
8 Consolidate Bylaws Mgmt For For
9 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
Delta Electronics, Inc.
Meeting Date: 06/10/2019 Country: Taiwan Meeting Type: Annual Ticker: 2308
Primary ISIN: TW0002308004 Primary SEDOL: 6260734
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Financial Statements Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Approve Profit Distribution Mgmt For For
3 Amend Procedures Governing the Acquisition or Mgmt For For Disposal of Assets
4 Amend Procedures for Lending Funds to Other Mgmt For For Parties
5 Amend Procedures for Endorsement and Mgmt For For Guarantees
Page 67 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Delta Electronics, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Approve Release of Restrictions of Competitive Mgmt For For Activities of Directors
Dino Polska SA
Meeting Date: 06/13/2019 Country: Poland Meeting Type: Annual Ticker: DNP
Primary ISIN: PLDINPL00011 Primary SEDOL: BD0YVN2
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Open Meeting Mgmt
2 Elect Meeting Chairman Mgmt For For
3 Acknowledge Proper Convening of Meeting Mgmt
4 Approve Agenda of Meeting Mgmt For For
5 Receive Management Board Report on Mgmt Company's and Group's Operations, Financial Statements, and Management Board Proposal on Allocation of Income and Dividends
6 Receive Supervisory Board Reports on Board's Mgmt Work, Management Board Report on Company's and Group's Operations, Financial Statements, and Management Board Proposal on Allocation of Income and Dividends
7 Receive Supervisory Board Requests on Mgmt Approval of Management Board Report on Company's and Group's Operations, Financial Statements, Management Board Proposal on Allocation of Income and Dividends, and Discharge of Management Board Members
8.1 Approve Management Board Report on Mgmt For For Company's Operations
8.2 Approve Financial Statements Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.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.
9 Approve Allocation of Income and Omission of Mgmt For For Dividends
10.1 Approve Management Board Report on Group's Mgmt For For Operations
10.2 Approve Consolidated Financial Statements Mgmt For For
11.1 Approve Discharge of Szymon Piduch (CEO) Mgmt For For
Page 68 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Dino Polska SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
11.2 Approve Discharge of Michal Krauze Mgmt For For (Management Board Member)
12.1 Approve Discharge of Tomasz Biernacki Mgmt For For (Supervisory Board Chairman)
12.2 Approve Discharge of Eryk Bajer (Supervisory Mgmt For For Board Member)
12.3 Approve Discharge of Pierre Detry (Supervisory Mgmt For For Board Member)
12.4 Approve Discharge of Slawomir Jakszuk Mgmt For For (Supervisory Board Member)
12.5 Approve Discharge of Piotr Nowjalis Mgmt For For (Supervisory Board Member)
12.6 Approve Discharge of Maciej Polanowski Mgmt For For (Supervisory Board Member)
13 Approve Discharge of Szymon Piduch (CEO) and Mgmt For For Michal Krauze (Management Board Member)
14 Approve Discharge of Tomasz Biernacki Mgmt For For (Supervisory Board Chairman), Maciej Polanowski (Supervisory Board Member), and Eryk Bajer (Supervisory Board Member)
15 Close Meeting Mgmt
Emaar Properties PJSC
Meeting Date: 04/22/2019 Country: United Arab Emirates Meeting Type: Annual Ticker: EMAAR
Primary ISIN: AEE000301011 Primary SEDOL: B01RM25
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Ordinary Business Mgmt
1 Approve Board Report on Company Operations Mgmt For For for FY 2018
2 Approve Auditors' Report on Company Financial Mgmt For For Statements for FY 2018
3 Accept Financial Statements and Statutory Mgmt For For Reports for FY 2018
4 Approve Dividends of AED 0.15 per Share Mgmt For For
5 Approve Remuneration of Non-Executive Mgmt For For Directors of AED 7,974,000 for FY 2018
Page 69 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Emaar Properties PJSC
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Approve Discharge of Directors for FY 2018 Mgmt For For
7 Approve Discharge of Auditors for FY 2018 Mgmt For For
8 Ratify Auditors and Fix Their Remuneration for Mgmt For Against FY 2019 Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
Extraordinary Business Mgmt
9 Approve Donations for FY 2019 Up to 2 Percent Mgmt For For of Average Net Profits of FY 2017 and FY 2018
10 Cancel the Company's Employees Incentive Mgmt For For Shares Ownership Plan was Approved on April 22, 2018
ENGIE Brasil Energia SA
Meeting Date: 04/26/2019 Country: Brazil Meeting Type: Special Ticker: EGIE3
Primary ISIN: BREGIEACNOR9 Primary SEDOL: BD1WX84
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles Mgmt For For
2 Consolidate Bylaws Mgmt For For
ENGIE Brasil Energia SA
Meeting Date: 04/26/2019 Country: Brazil Meeting Type: Annual Ticker: EGIE3
Primary ISIN: BREGIEACNOR9 Primary SEDOL: BD1WX84
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2018 Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Approve Capital Budget Mgmt For For
Page 70 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
ENGIE Brasil Energia SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Allocation of Income and Dividends Mgmt For For
4 Approve Employees' Bonuses Mgmt For For
5 Approve Remuneration of Company's Mgmt For For Management and Fiscal Council
6 Elect Fiscal Council Members Mgmt For For
7 In Case One of the Nominees Leaves the Fiscal Mgmt None Against Council Slate Due to a Separate Minority Election, as Allowed Under Articles 161 and 240 of the Brazilian Corporate Law, May Your Votes Still Be Counted for the Proposed Slate?
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Erste Group Bank AG
Meeting Date: 05/15/2019 Country: Austria Meeting Type: Annual Ticker: EBS
Primary ISIN: AT0000652011 Primary SEDOL: 5289837
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2018 (Non-Voting)
2 Approve Allocation of Income and Dividends of Mgmt For For EUR 1.40 per Share
3 Approve Discharge of Management Board for Mgmt For For Fiscal 2018
4 Approve Discharge of Supervisory Board for Mgmt For Against Fiscal 2018 Voter Rationale: The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.
5 Ratify PwC as Auditors for Fiscal 2019 Mgmt For For
6 Approve Increase in Size of Supervisory Board Mgmt For For to Thirteen Members
7.1 Reelect Elisabeth Senger-Weiss as Supervisory Mgmt For For Board Member
7.2 Elect Matthias Bulach as Supervisory Board Mgmt For Against Member 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.
Page 71 of 202
The SEI Emerging Markets Equity Fund All Votes Report
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Erste Group Bank AG
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7.3 Reelect Marion Khueny as Supervisory Board Mgmt For For Member
7.4 Elect Michele Sutter-Ruedisser as Supervisory Mgmt For For Board Member
7.5 Reelect Gunter Griss Supervisory Board Member Mgmt For For
7.6 Elect Henrietta Egerth-Stadlhuber Supervisory Mgmt For For Board Member
8 Authorize Repurchase of Up to Ten Percent of Mgmt For Against Issued Share Capital for Trading Purposes Voter Rationale: Shares should not be repurchased at a significant variation to the market price.
9 Authorize Share Repurchase Program and Mgmt For Against Reissuance of Repurchased Shares to Key Employees 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.
10 Authorize Share Repurchase Program and Mgmt For For Reissuance or Cancellation of Repurchased Shares
Eurobank Ergasias SA
Meeting Date: 04/05/2019 Country: Greece Meeting Type: Special Ticker: EUROB
Primary ISIN: GRS323003012 Primary SEDOL: BYZ43T4
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Special Meeting Agenda Mgmt
1 Approve Merger by Absorption of Grivalia Mgmt For For Properties Real Estate Investment Co.
2 Announce Election of a New Board Chair and Mgmt Independence Status Change of Bradley Martin
3 Elect Nikolaos Bertsos as Director and Member Mgmt For For of the Audit Committee
Page 72 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
First Quantum Minerals Ltd.
Meeting Date: 05/09/2019 Country: Canada Meeting Type: Annual Ticker: FM
Primary ISIN: CA3359341052 Primary SEDOL: 2347608
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Fix Number of Directors at Nine Mgmt For For
2.1 Elect Director Philip K.R. Pascall 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.
2.2 Elect Director G. Clive Newall Mgmt For For
2.3 Elect Director Kathleen A. Hogenson Mgmt For For
2.4 Elect Director Peter St. George Mgmt For Withhold
Voter Rationale: 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.
2.5 Elect Director Andrew B. Adams Mgmt For Withhold
Voter Rationale: 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.
2.6 Elect Director Paul Brunner Mgmt For For
2.7 Elect Director Robert Harding Mgmt For For
2.8 Elect Director Simon Scott Mgmt For For
2.9 Elect Director Joanne Warner Mgmt For For
3 Approve PricewaterhouseCoopers LLP (UK) as Mgmt For For Auditors and Authorize Board to Fix Their Remuneration
4 Advisory Vote on Executive Compensation Mgmt For Against Approach Voter Rationale: 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.
Fubon Financial Holding Co., Ltd.
Meeting Date: 06/14/2019 Country: Taiwan Meeting Type: Annual Ticker: 2881
Primary ISIN: TW0002881000 Primary SEDOL: 6411673
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The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Fubon Financial Holding Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
AGENDA FOR COMMON SHAREHOLDERS ONLY Mgmt
1 Approve Business Operations Report and Mgmt For For Financial Statements Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
AGENDA FOR COMMON AND PREFERRED Mgmt SHAREHOLDERS
2 Approve Plan on Profit Distribution Mgmt For For
3 Approve Plan to Raise Long-term Capital Mgmt For For
4 Approve Amendments to Articles of Association Mgmt For For
AGENDA FOR COMMON SHAREHOLDERS ONLY Mgmt
5 Approve Amendments to Rules and Procedures Mgmt For For Regarding Shareholder's General Meeting
6 Approve Amendment to Rules and Procedures Mgmt For For for Election of Directors
7 Amendments to Procedures Governing the Mgmt For For Acquisition or Disposal of Assets
8 Approve Release of Restrictions of Competitive Mgmt For For Activities of Director RICHARD M. TSAI
9 Approve Release of Restrictions of Competitive Mgmt For For Activities of Director DANIEL M. TSAI
10 Approve Release of Restrictions of Competitive Mgmt For For Activities of Director BEN CHEN
Gazprom PJSC
Meeting Date: 06/28/2019 Country: Russia Meeting Type: Annual Ticker: GAZP
Primary ISIN: RU0007661625 Primary SEDOL: B59L4L7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
Page 74 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Gazprom PJSC
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Annual Report Mgmt For For
2 Approve Financial Statements Mgmt For For
3 Approve Allocation of Income Mgmt For For
4 Approve Dividends of RUB 16.61 per Share Mgmt For For
5 Ratify Auditor Mgmt For For
6 Approve Remuneration of Directors Mgmt
7 Approve Remuneration of Members of Audit Mgmt For For Commission
8 Amend Charter Mgmt For For
9 Amend Regulations on General Meetings Mgmt For For
10 Amend Regulations on Board of Directors Mgmt For For
11 Amend Regulations on Management Mgmt For For
12 Approve Termination of Regulations on Dividend Mgmt For For Payment
Elect 11 Directors by Cumulative Voting Mgmt
13.1 Elect Andrei Akimov as Director Mgmt
13.2 Elect Viktor Zubkov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.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.
13.3 Elect Timur Kulibaev as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
13.4 Elect Denis Manturov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
13.5 Elect Vitalii Markelov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
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Gazprom PJSC
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
13.6 Elect Viktor Martynov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. In addition, 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. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
13.7 Elect Vladimir Mau as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. In addition, 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. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
13.8 Elect Aleksei Miller as Director Mgmt
13.9 Elect Aleksandr Novak as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
13.10 Elect Dmitrii Patrushev as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
13.11 Elect Mikhail Sereda as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. In addition, 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. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Elect Nine Members of Audit Commission Mgmt
14.1 Elect Ivan Bezmenov as Member of Audit Mgmt For Against Commission Voter Rationale: As incumbent members of the audit commission, these nominees are best suited to continue the uninterrupted functioning of the audit commission.
14.2 Elect Vadim Bikulov as Member of Audit Mgmt For For Commission
14.3 Elect Aleksandr Gladkov as Member of Audit Mgmt For For Commission
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Gazprom PJSC
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
14.4 Elect Margarita Mironova as Member of Audit Mgmt For For Commission
14.5 Elect Iurii Nosov as Member of Audit Mgmt For Against Commission Voter Rationale: As incumbent members of the audit commission, these nominees are best suited to continue the uninterrupted functioning of the audit commission.
14.6 Elect Karen Oganian as Member of Audit Mgmt For Against Commission Voter Rationale: As incumbent members of the audit commission, these nominees are best suited to continue the uninterrupted functioning of the audit commission.
14.7 Elect Dmitrii Pashkovskii as Member of Audit Mgmt For Against Commission Voter Rationale: As incumbent members of the audit commission, these nominees are best suited to continue the uninterrupted functioning of the audit commission.
14.8 Elect Sergei Platonov as Member of Audit Mgmt For Against Commission Voter Rationale: As incumbent members of the audit commission, these nominees are best suited to continue the uninterrupted functioning of the audit commission.
14.9 Elect Evgenii Stoliarov as Member of Audit Mgmt For Against Commission Voter Rationale: As incumbent members of the audit commission, these nominees are best suited to continue the uninterrupted functioning of the audit commission.
14.10 Elect Tatiana Fisenko as Member of Audit Mgmt For Against Commission Voter Rationale: As incumbent members of the audit commission, these nominees are best suited to continue the uninterrupted functioning of the audit commission.
Geely Automobile Holdings Limited
Meeting Date: 05/27/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 175
Primary ISIN: KYG3777B1032 Primary SEDOL: 6531827
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3 Elect Yang Jian as Director Mgmt For For
4 Elect Ang Siu Lun, Lawrence as Director Mgmt For For
Page 77 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Geely Automobile Holdings Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Elect Carl Peter Edmund Moriz Forster as Mgmt For Against Director Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
6 Elect Yeung Sau Hung, Alex as Director Mgmt For Against
Voter Rationale: The board should include at least 33% 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. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
7 Authorize Board to Fix Remuneration of Mgmt For For Directors
8 Approve Grant Thornton Hong Kong Limited as Mgmt For For Auditor and Authorize Board to Fix Their Remuneration
9 Authorize Repurchase of Issued Share Capital Mgmt For For
10 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
11 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
Geely Automobile Holdings Limited
Meeting Date: 06/10/2019 Country: Cayman Islands Meeting Type: Special Ticker: 175
Primary ISIN: KYG3777B1032 Primary SEDOL: 6531827
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve YW Acquisition Agreement and Related Mgmt For For Transactions
GlobalWafers Co., Ltd.
Meeting Date: 06/25/2019 Country: Taiwan Meeting Type: Annual Ticker: 6488
Primary ISIN: TW0006488000 Primary SEDOL: BS7JP33
Page 78 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
GlobalWafers Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Business Operations Report and Mgmt For For Financial Statements
2 Approve Plan on Profit Distribution Mgmt For For
3 Approve Amendments to Articles of Association Mgmt For For
4 Approve Amendment to Rules and Procedures Mgmt For For for Election of Directors
5 Approve Amendments to Procedures Governing Mgmt For For the Acquisition or Disposal of Assets
6 Approve Amendments to Trading Procedures Mgmt For For Governing Derivatives Products
7 Amend Procedures for Lending Funds to Other Mgmt For For Parties
8 Amend Procedures for Endorsement and Mgmt For For Guarantees
ELECT INDEPENDENT DIRECTOR VIA Mgmt CUMULATIVE VOTING
9.1 Elect Kwang-Leei Young with ID No. Mgmt For For E121355XXX as Independent Director
10 Approve Release of Restrictions of Competitive Mgmt For For Activities of Newly Appointed Director
Globe Telecom, Inc.
Meeting Date: 04/23/2019 Country: Philippines Meeting Type: Annual Ticker: GLO
Primary ISIN: PHY272571498 Primary SEDOL: 6284864
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve the Minutes of Previous Meeting Mgmt For For
2 Approve the Annual Report and Audited Mgmt For For Financial Statements
3 Ratify All Acts and Resolutions of the Board of Mgmt For For Directors and Management Adopted During the Preceding Year
Elect 11 Directors by Cumulative Voting Mgmt
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The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Globe Telecom, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.1 Elect Jaime Augusto Zobel de Ayala as Director Mgmt For Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, 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.
4.2 Elect Delfin L. Lazaro as Director Mgmt For Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
4.3 Elect Lang Tao Yih, Arthur as Director Mgmt For Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
4.4 Elect Fernando Zobel de Ayala as Director Mgmt For Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, 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.
4.5 Elect Jose Teodoro K. Limcaoco as Director Mgmt For Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
4.6 Elect Romeo L. Bernardo as Director Mgmt For Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% 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.
4.7 Elect Ernest L. Cu as Director Mgmt For Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
4.8 Elect Samba Natarajan as Director Mgmt For Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
4.9 Elect Saw Phaik Hwa as Director Mgmt For For
4.10 Elect Cirilo P. Noel as Director Mgmt For For
4.11 Elect Rex Ma. A. Mendoza as Director Mgmt For For
5 Approve Independent Auditors and Approve the Mgmt For For Fixing of Their Remuneration
Page 80 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Globe Telecom, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Approve Other Matters Mgmt For Against
Voter Rationale: Any Other Business should not be a voting item.
Gruma SAB de CV
Meeting Date: 04/26/2019 Country: Mexico Meeting Type: Annual Ticker: GRUMAB
Primary ISIN: MXP4948K1056 Primary SEDOL: 2392545
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve 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.
2 Present Report on Adherence to Fiscal Mgmt For For Obligations
3 Approve Allocation of Income and Dividends Mgmt For For
4 Set Maximum Amount of Share Repurchase Mgmt For For Reserve and Present Report of Operations with Treasury Shares
5 Elect Directors, Secretary, and Alternates, Verify Mgmt For Against Independence Classification of Directors and Approve Their Remuneration; Approve Remuneration of Audit and Corporate Practices Committees
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
6 Elect Chairmen of Audit and Corporate Practices Mgmt For Against Committees
7 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
8 Approve Minutes of Meeting Mgmt For For
Gruma SAB de CV
Meeting Date: 04/26/2019 Country: Mexico Meeting Type: Special Ticker: GRUMAB
Primary ISIN: MXP4948K1056 Primary SEDOL: 2392545
Page 81 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Gruma SAB de CV
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Authorize Cancellation of 11.79 Million Series B Mgmt For For Class I Repurchased Shares and Consequently Reduction in Fixed Portion of Capital; Amend Article 6
2 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
3 Approve Minutes of Meeting Mgmt For For
Grupo Financiero Banorte SAB de CV
Meeting Date: 04/30/2019 Country: Mexico Meeting Type: Annual Ticker: GFNORTEO
Primary ISIN: MXP370711014 Primary SEDOL: 2421041
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.a Approve CEO's Report on Financial Statements Mgmt For For and Statutory Reports
1.b Approve Board's Report on Policies and Mgmt For For Accounting Information and Criteria Followed in Preparation of Financial Information
1.c Approve Board's Report on Operations and Mgmt For For Activities Undertaken by Board
1.d Approve Report on Activities of Audit and Mgmt For For Corporate Practices Committee
1.e Approve All Operations Carried out by Company Mgmt For For and Ratify Actions Carried out by Board, CEO and Audit and Corporate Practices Committee
2 Approve Allocation of Income Mgmt For For
3 Amend Dividend Policy Mgmt For For
4 Receive Auditor's Report on Tax Position of Mgmt Company
Page 82 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Grupo Financiero Banorte SAB de CV
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5.a1 Elect Carlos Hank Gonzalez as Board Chairman 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. 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.
5.a2 Elect Juan Antonio Gonzalez Moreno as Director Mgmt For For
5.a3 Elect David Juan Villarreal Montemayor as Mgmt For For Director
5.a4 Elect Jose Marcos Ramirez Miguel as Director Mgmt For For
5.a5 Elect Everardo Elizondo Almaguer as Director Mgmt For For
5.a6 Elect Carmen Patricia Armendariz Guerra as Mgmt For For Director
5.a7 Elect Hector Federico Reyes Retana y Dahl as Mgmt For For Director
5.a8 Elect Eduardo Livas Cantu as Director Mgmt For For
5.a9 Elect Alfredo Elias Ayub as Director Mgmt For For
5.a10 Elect Adrian Sada Cueva 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 situations requiring substantial amounts of time.
5.a11 Elect David Peñaloza Alanis as Director Mgmt For For
5.a12 Elect Jose Antonio Chedraui Eguia as Director Mgmt For For
5.a13 Elect Alfonso de Angoitia Noriega 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 situations requiring substantial amounts of time.
5.a14 Elect Thomas Stanley Heather Rodriguez as Mgmt For For Director
5.a15 Elect Graciela Gonzalez Moreno as Alternate Mgmt For For Director
5.a16 Elect Juan Antonio Gonzalez Marcos as Mgmt For For Alternate Director
5.a17 Elect Alberto Halabe Hamui as Alternate Mgmt For For Director
5.a18 Elect Carlos de la Isla Corry as Alternate Mgmt For For Director
5.a19 Elect Diego Martinez Rueda-Chapital as Mgmt For For Alternate Director
Page 83 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Grupo Financiero Banorte SAB de CV
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5.a20 Elect Gerardo Salazar Viezca as Alternate Mgmt For For Director
5.a21 Elect Clemente Ismael Reyes Retana Valdes as Mgmt For For Alternate Director
5.a22 Elect Roberto Kelleher Vales as Alternate Mgmt For For Director
5.a23 Elect Isaac Becker Kabacnik as Alternate Mgmt For For Director
5.a24 Elect Jose Maria Garza Treviño as Alternate Mgmt For For Director
5.a25 Elect Carlos Cesarman Kolteniuk as Alternate Mgmt For For Director
5.a26 Elect Humberto Tafolla Nuñez as Alternate Mgmt For For Director
5.a27 Elect Guadalupe Phillips Margain as Alternate Mgmt For For Director
5.a28 Elect Ricardo Maldonado Yañez as Alternate Mgmt For For Director
5.b Elect Hector Avila Flores as Board Secretary Mgmt For For Who Will Not Be Part of Board
5.c Approve Directors Liability and Indemnification Mgmt For For
6 Approve Remuneration of Directors Mgmt For For
7 Elect Hector Federico Reyes Retana y Dahl as Mgmt For For Chairman of Audit and Corporate Practices Committee
8 Approve Report on Share Repurchase; Set Mgmt For For Aggregate Nominal Amount of Share Repurchase Reserve
9 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
Grupo Financiero Banorte SAB de CV
Meeting Date: 05/30/2019 Country: Mexico Meeting Type: Special Ticker: GFNORTEO
Primary ISIN: MXP370711014 Primary SEDOL: 2421041
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Ordinary Business Mgmt
Page 84 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Grupo Financiero Banorte SAB de CV
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Approve Cash Dividends of MXN 5.54 Per Share Mgmt For For
1.2 Approve Dividend to Be Paid on June 7, 2019 Mgmt For For
2 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
Grupo Mexico S.A.B. de C.V.
Meeting Date: 04/30/2019 Country: Mexico Meeting Type: Annual Ticker: GMEXICOB
Primary ISIN: MXP370841019 Primary SEDOL: 2643674
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Consolidated Financial Statements and Mgmt For For Statutory Reports
2 Present Report on Compliance with Fiscal Mgmt For For Obligations
3 Approve Allocation of Income Mgmt For For
4 Approve Policy Related to Acquisition of Own Mgmt For For Shares for 2018; Set Aggregate Nominal Amount of Share Repurchase Reserve for 2019
5 Approve Discharge of Board of Directors, Mgmt For For Executive Chairman and Board Committees
6 Ratify Auditors Mgmt For Against
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
7 Elect or Ratify Directors; Verify Independence of Mgmt For Against Board Members; Elect or Ratify Chairmen and Members of Board Committees Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. In addition, 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.
8 Approve Granting/Withdrawal of Powers Mgmt For Against
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
9 Approve Remuneration of Directors and Mgmt For For Members of Board Committees
10 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
Page 85 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Grupo Televisa SAB
Meeting Date: 04/29/2019 Country: Mexico Meeting Type: Annual/Special Ticker: TLEVISACPO
Primary ISIN: MXP4987V1378 Primary SEDOL: 2380108
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
Special Shareholders' Meeting of Series L Mgmt
1 Elect or Ratify Directors Representing Series L Mgmt For Against Shareholders Voter Rationale: There are concerns regarding potential governance failure and breach of fiduciary duty in light of corruption investigations involving the company's administrators and the disclosure of several material weaknesses regarding the company's internal control of its financial reporting; Although the company has disclosed remediation efforts with regard to the material weaknesses, they do not appear to be fully implemented and, absent disclosure of the most recent year's financial statements, shareholders cannot fully assess the effectiveness of such efforts; and No significant changes to the composition of the company's boards or key committees have been proposed despite the governance concerns.
2 Authorize Board to Ratify and Execute Approved Mgmt For Against Resolutions
Special Shareholders' Meeting of Series D Mgmt
1 Elect or Ratify Directors Representing Series D Mgmt For Against Shareholders Voter Rationale: There are concerns regarding potential governance failure and breach of fiduciary duty in light of corruption investigations involving the company's administrators and the disclosure of several material weaknesses regarding the company's internal control of its financial reporting. Although the company has disclosed remediation efforts with regard to the material weaknesses, they do not appear to be fully implemented and, absent disclosure of the most recent year's financial statements, shareholders cannot fully assess the effectiveness of such efforts. No significant changes to the composition of the company's boards or key committees have been proposed despite the governance concerns.
2 Authorize Board to Ratify and Execute Approved Mgmt For Against Resolutions Voter Rationale: See item 1
General Ordinary Shareholders' Meeting of Mgmt Series A and B
1 Approve Financial Statements and Statutory Mgmt For Against Reports as Required by Article 28 of Mexican Securities Law, Approve Financial Statements; Approve Discharge of Directors, CEO and Board Committees
Voter Rationale: The company has bundled the request to approve its financial statements and the discharge of directors and CEO under the same proposal, preventing shareholders from voting on such key resolutions separately. The company is currently subject to multiple class action lawsuits, related to the investigations regarding alleged payment of bribes to executives of FIFA, to secure broadcasting rights for upcoming World Cup tournaments. The corruption allegations, and the ongoing investigations, raise concerns regarding potential governance failure and breach of fiduciary duty of the company's administrators and, although the company has denied any wrong doing, no additional information regarding measures taken to address such concerns have been disclosed. The company and its external auditor disclosed material weaknesses in Televisa's internal controls over financial reporting as of Dec. 31, 2017. While the company has announced a remediation plan in response to the material weaknesses, it is unclear how much has already been implemented and the company has not yet disclosed its audited financial statements or 20-F for fiscal year 2018, preventing shareholders from assessing the effectiveness of such remediation actions.
Page 86 of 202
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Grupo Televisa SAB
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Present Report on Compliance with Fiscal Mgmt For For Obligations
3 Approve Allocation of Income Mgmt For Against
Voter Rationale: A vote AGAINST this item is warranted given that the company's payouts in recent years have consistently fallen below 30 percent of net income, and the company has failed to outperform the country's main equity index on a TSR basis in recent years.
4 Set Aggregate Nominal Amount of Share Mgmt For Against Repurchase Reserve; Receive Report on Policies and Board's Decisions on Share Repurchase and Sale of Treasury Shares Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.
5 Elect or Ratify Members of Board, Secretary and Mgmt For Against Other Officers Voter Rationale: There are concerns regarding potential governance failure and breach of fiduciary duty in light of corruption investigations involving the company's administrators and the disclosure of several material weaknesses regarding the company's internal control of its financial reporting. Although the company has disclosed remediation efforts with regard to the material weaknesses, they do not appear to be fully implemented and, absent disclosure of the most recent year's financial statements, shareholders cannot fully assess the effectiveness of such efforts. No significant changes to the composition of the company's boards or key committees have been proposed despite the governance concerns.
6 Elect or Ratify Members of Executive Committee Mgmt For Against
Voter Rationale: There are concerns regarding potential governance failure and breach of fiduciary duty in light of corruption investigations involving the company's administrators and the disclosure of several material weaknesses regarding the company's internal control of its financial reporting. Although the company has disclosed remediation efforts with regard to the material weaknesses, they do not appear to be fully implemented and, absent disclosure of the most recent year's financial statements, shareholders cannot fully assess the effectiveness of such efforts. No significant changes to the composition of the company's boards or key committees have been proposed despite the governance concerns.
7 Elect or Ratify Chairman of Audit Committee Mgmt For Against
Voter Rationale: There are concerns regarding potential governance failure and breach of fiduciary duty in light of corruption investigations involving the company's administrators and the disclosure of several material weaknesses regarding the company's internal control of its financial reporting. Although the company has disclosed remediation efforts with regard to the material weaknesses, they do not appear to be fully implemented and, absent disclosure of the most recent year's financial statements, shareholders cannot fully assess the effectiveness of such efforts. No significant changes to the composition of the company's boards or key committees have been proposed despite the governance concerns.
8 Elect or Ratify Chairman of Corporate Practices Mgmt For Against Committee Voter Rationale: There are concerns regarding potential governance failure and breach of fiduciary duty in light of corruption investigations involving the company's administrators and the disclosure of several material weaknesses regarding the company's internal control of its financial reporting. Although the company has disclosed remediation efforts with regard to the material weaknesses, they do not appear to be fully implemented and, absent disclosure of the most recent year's financial statements, shareholders cannot fully assess the effectiveness of such efforts. No significant changes to the composition of the company's boards or key committees have been proposed despite the governance concerns.
9 Approve Remuneration of Board Members, Mgmt For For Executive, Audit and Corporate Practices Committees, and Secretaries
10 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
Page 87 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Guangzhou R&F Properties Co., Ltd.
Meeting Date: 05/30/2019 Country: China Meeting Type: Annual Ticker: 2777
Primary ISIN: CNE100000569 Primary SEDOL: B19H8Y8
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve 2018 Report of the Board of Directors Mgmt For For
2 Approve 2018 Report of the Supervisory Mgmt For For Committee
3 Approve 2018 Financial Statements and Mgmt For For Statutory Reports
4 Approve Final Dividend Mgmt For For
5 Approve PricewaterhouseCoopers as Auditors Mgmt For For and Authorize Board to Fix Their Remuneration
6 Authorize Board to Decide on Matters Relating Mgmt For For to the Payment of Interim Dividend for the Six Months Ended June 30, 2019
RESOLUTIONS RELATING TO THE ELECTION Mgmt OF DIRECTOR AND SUPERVISOR, AND AUTHORIZATION OF BOARD TO FIX THEIR REMUNERATION
7a Elect Zhang Lin as Director and Authorize Board Mgmt For For to Fix Her Remuneration
7b Elect Liang Yingmei as Supervisor and Authorize Mgmt For For Board to Fix Her Remuneration
8 Approve BDO China Shu Lun Pan Certified Mgmt For For Public Accountants LLP as Domestic Auditors and Reporting Accountant and to Fix Their Remuneration
9 Authorize Legal Representative(s) or Authorized Mgmt For For Person(s) and Its Subsidiaries to Sign Composite Credit Facilities or Loan Related Agreements and Documents
10 Approve Extension of Guarantees by the Mgmt For Against Company on Behalf of Subsidiaries, Associates, Joint Ventures and Other Investee Companies
Voter Rationale: A vote AGAINST these resolutions is warranted since the company could take in a disproportionate amount of risk relative to its ownership stake without compelling justification.
11 Approve Extension of Guarantees on Behalf of Mgmt For Against Subsidiaries, Associates and Joint Ventures in 2018 Voter Rationale: A vote AGAINST these resolutions is warranted since the company could take in a disproportionate amount of risk relative to its ownership stake without compelling justification.
Page 88 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Guangzhou R&F Properties Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
12 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
RESOLUTIONS RELATING TO THE EXTENSION Mgmt OF THE VALIDITY PERIOD OF APPLYING FOR THE INITIAL PUBLIC OFFERING AND LISTING OF RENMINBI ORDINARY A SHARES WITHIN THE TERRITORY OF PRC
13a Approve Class of Shares Mgmt For For
13b Approve Place of Listing Mgmt For For
13c Approve Issuer Mgmt For For
13d Approve Number of Shares to be Issued Mgmt For For
13e Approve Nominal Value of the Shares to be Mgmt For For Issued
13f Approve Target Subscriber Mgmt For For
13g Approve Issue Price Mgmt For For
13h Approve Method of Issue Mgmt For For
13i Approve Underwriting Method Mgmt For For
13j Approve Use of Proceeds Mgmt For For
13k Approve Plan on the Allocation of Accumulated Mgmt For For Profits Prior to the Issue
13l Approve Effective Period of the Resolution Mgmt For For
14 Authorize Board to Handle All Matters in Mgmt For For Relation to the Initial Public Offering and Listing of Renminbi Ordinary A Shares
15 Approve Issuance of Direct Debt Financing Mgmt For For Products and Asset Securitization Products in 2019
16 Authorize Board or Its Authorized Person(s) to Mgmt For For Handle All Matters in Relation to the Issuance of Direct Debt Financing Products and Asset Securitization Products in 2019
Guangzhou R&F Properties Co., Ltd.
Meeting Date: 05/30/2019 Country: China Meeting Type: Special Ticker: 2777
Primary ISIN: CNE100000569 Primary SEDOL: B19H8Y8
Page 89 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Guangzhou R&F Properties Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
CLASS MEETING FOR HOLDERS OF H SHARES Mgmt
RESOLUTIONS RELATING TO THE EXTENSION Mgmt OF THE VALIDITY PERIOD OF APPLYING FOR THE INITIAL PUBLIC OFFERING AND LISTING OF RENMINBI ORDINARY A SHARES WITHIN THE TERRITORY OF PRC
1a Approve Class of Shares Mgmt For For
1b Approve Place of Listing Mgmt For For
1c Approve Issuer Mgmt For For
1d Approve Number of Shares to be Issued Mgmt For For
1e Approve Nominal Value of the Shares to be Mgmt For For Issued
1f Approve Target Subscriber Mgmt For For
1g Approve Issue Price Mgmt For For
1h Approve Method of Issue Mgmt For For
1i Approve Underwriting Method Mgmt For For
1j Approve Use of Proceeds Mgmt For For
1k Approve Plan on the Allocation of Accumulated Mgmt For For Profits Prior to the Issue
1l Approve Effective Period of the Resolution Mgmt For For
2 Authorize Board to Handle All Matters in Mgmt For For Relation to the Initial Public Offering and Listing of Renminbi Ordinary A Shares
Haier Electronics Group Co., Ltd.
Meeting Date: 06/27/2019 Country: Bermuda Meeting Type: Annual Ticker: 1169
Primary ISIN: BMG423131256 Primary SEDOL: B1TL3R8
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
Page 90 of 202
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Haier Electronics Group Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2a Elect Liang Hai Shan as Director Mgmt For For
2b Elect Xie Ju Zhi as Director Mgmt For For
2c Elect Li Hua Gang as Director Mgmt For For
2d Authorize Board to Fix Remuneration of Mgmt For For Directors
3 Approve Ernst & Young as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration
4 Approve Final Dividend Mgmt For For
5 Authorize Repurchase of Issued Share Capital Mgmt For For
6 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
7 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
8 Approve Allotment and Issuance of New Shares Mgmt For Against Under the Restricted Share Award Scheme
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, variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Haier Electronics Group Co., Ltd.
Meeting Date: 06/27/2019 Country: Bermuda Meeting Type: Special Ticker: 1169
Primary ISIN: BMG423131256 Primary SEDOL: B1TL3R8
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve New Financial Services Agreement, Mgmt For For Revised Deposit Cap and Related Transactions
Page 91 of 202
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Hapvida Participacoes e Investimentos SA
Meeting Date: 04/22/2019 Country: Brazil Meeting Type: Annual Ticker: HAPV3
Primary ISIN: BRHAPVACNOR4 Primary SEDOL: BF4J7N9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2018 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.
2 Approve Allocation of Income and Dividends Mgmt For For
3 Approve Remuneration of Company's Mgmt For Against Management Voter Rationale: We urge the board to take immediate steps to provide shareholders with the information referred to in item 13 of the Reference Form in CVM Instruction 480.
4 Elect Roberto Antonio Mendes as Independent Mgmt For For Director
5 Do You Wish to Request Installation of a Fiscal Mgmt None For Council, Under the Terms of Article 161 of the Brazilian Corporate Law?
6 In the Event of a Second Call, the Voting Mgmt None For Instructions Contained in this Remote Voting Card May Also be Considered for the Second Call?
Hindustan Unilever Ltd.
Meeting Date: 06/29/2019 Country: India Meeting Type: Annual Ticker: 500696
Primary ISIN: INE030A01027 Primary SEDOL: 6261674
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Confirm Interim Dividend and Declare Final Mgmt For For Dividend
3 Reelect Pradeep Banerjee as Director Mgmt For For
4 Reelect Dev Bajpai as Director Mgmt For For
5 Reelect Srinivas Phatak as Director Mgmt For For
Page 92 of 202
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Hindustan Unilever Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Approve B S R & Co. LLP, Chartered Mgmt For For Accountants, Mumbai as Auditors and Authorize Board to Fix Their Remuneration
7 Approve Increase in Overall Limits of Mgmt For For Remuneration for Managing/Whole-time Director(s)
8 Elect Leo Puri as Director Mgmt For For
9 Reelect Aditya Narayan 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.
10 Reelect O. P. Bhatt as Director Mgmt For For
11 Reelect Sanjiv Misra as Director Mgmt For For
12 Approve Sanjiv Misra to Continue Office as Mgmt For For Independent Director
13 Reelect Kalpana Morparia as Director Mgmt For For
14 Approve Kalpana Morparia to Continue Office as Mgmt For For Independent Director
15 Approve Remuneration of Cost Auditors Mgmt For For
Hindustan Unilever Ltd.
Meeting Date: 06/29/2019 Country: India Meeting Type: Court Ticker: 500696
Primary ISIN: INE030A01027 Primary SEDOL: 6261674
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Court-Ordered Meeting for Shareholders Mgmt
1 Approve Scheme of Amalgamation Mgmt For For
HIWIN Technologies Corp.
Meeting Date: 06/28/2019 Country: Taiwan Meeting Type: Annual Ticker: 2049
Primary ISIN: TW0002049004 Primary SEDOL: B1YMYT5
Page 93 of 202
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
HIWIN Technologies Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Business Operations Report and Mgmt For For Financial Statements
2 Approve Plan on Profit Distribution Mgmt For For
3 Approve the Issuance of New Shares by Mgmt For For Capitalization of Profit
4 Approve Amendments to Articles of Association Mgmt For For
5 Approve Amendments to Procedures Governing Mgmt For For the Acquisition or Disposal of Assets
6 Amend Procedures for Lending Funds to Other Mgmt For For Parties
7 Amend Procedures for Endorsement and Mgmt For For Guarantees
8 Approve Amendments to Rules and Procedures Mgmt For For Regarding Shareholder's General Meeting
ELECT NON-INDEPENDENT DIRECTORS AND Mgmt INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
9.1 Elect Chuo, Yung-Tsai with Shareholder No. 2 as Mgmt For For Non-Independent Director 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
9.2 Elect Chen, Chin-Tsai with Shareholder No. 11 Mgmt For Against as Non-Independent Director 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.Furthermore, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
9.3 Elect Lee, Shun-Chin with Shareholder No. 9 as Mgmt For For Non-Independent Director
9.4 Elect Tsai Huey-Chin with Shareholder No. 3 as Mgmt For For Non-Independent Director
9.5 Elect Chuo, Wen-Hen with Shareholder No. 24 Mgmt For For as Non-Independent Director
9.6 Elect a Representative San Hsin Investment Co., Mgmt For For Ltd. with Shareholder No. 1711 as Non-Independent Director
9.7 Elect Chiang, Cheng-Ho with ID No. Mgmt For Against F102570XXX as Independent Director Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Page 94 of 202
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HIWIN Technologies Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
9.8 Elect Chen Ching-Hui with ID No. A201684XXX Mgmt For For as Independent Director
9.9 Elect Tu, Li-Ming with ID No. H200486XXX as Mgmt For For Independent Director
10 Approve Release of Restrictions of Competitive Mgmt For For Activities of Newly Appointed Directors and Representatives
Home Product Center Public Co., Ltd.
Meeting Date: 04/09/2019 Country: Thailand Meeting Type: Annual Ticker: HMPRO
Primary ISIN: TH0661010007 Primary SEDOL: 6418544
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Minutes of Previous Meeting Mgmt For For
2 Acknowledge Operation Results Mgmt For For
3 Approve Financial Statements and Statutory Mgmt For For Reports
4 Approve Dividend Payment Mgmt For For
5.1 Elect Suwanna Buddhaprasart as Director Mgmt For Against
Voter Rationale: For companies without an independent chairman, the board should have at least 50% independent directors.
5.2 Elect Thaveevat Tatiyamaneekul as Director Mgmt For Against
Voter Rationale: For companies without an independent chairman, the board should have at least 50% independent directors. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
5.3 Elect Chanin Roonsumrarn as Director Mgmt For Against
Voter Rationale: For companies without an independent chairman, the board should have at least 50% independent directors. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Further, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
5.4 Elect Weerapun Ungsumalee as Director Mgmt For For
6 Approve Remuneration of Directors Mgmt For For
7 Approve Bonus of Directors Mgmt For For
8 Approve EY Office Limited Auditors and Mgmt For For Authorize Board to Fix Their Remuneration
Page 95 of 202
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Home Product Center Public Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
9 Amend Memorandum of Association Re: Mgmt For For Company's Business Objectives
10 Amend Articles of Association Mgmt For For
11 Other Business Mgmt For Against
Voter Rationale: Any Other Business should not be a voting item.
Hon Hai Precision Industry Co., Ltd.
Meeting Date: 06/21/2019 Country: Taiwan Meeting Type: Annual Ticker: 2317
Primary ISIN: TW0002317005 Primary SEDOL: 6438564
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Business Report and Financial Mgmt For For Statements
2 Approve Profit Distribution Mgmt For For
3 Amend Articles of Association Mgmt For For
4 Amend Procedures Governing the Acquisition or Mgmt For For Disposal of Assets
5 Amend Procedures for Lending Funds to Other Mgmt For For Parties
6 Amend Procedures for Endorsement and Mgmt For For Guarantees
7 Amend Policies and Procedures for Financial Mgmt For For Derivatives Transactions
ELECT NON-INDEPENDENT AND INDEPENDENT Mgmt DIRECTORS VIA CUMULATIVE VOTING
8.1 Elect GOU, TAI-MING (TERRY GOU), with Mgmt For For SHAREHOLDER NO.00000001, as Non-Independent Director 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.
8.2 Elect LU FANG-MING, with SHAREHOLDER Mgmt For For NO.00109738, as Non-Independent Director 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.
Page 96 of 202
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Hon Hai Precision Industry Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
8.3 Elect LIU YANG-WEI, with SHAREHOLDER Mgmt For For NO.00085378, as Non-Independent Director 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.
8.4 Elect LI CHIEH, a Representative of HON JIN Mgmt For For INTERNATIONAL INVESTMENT CO., LTD. with SHAREHOLDER NO.00057132, as Non-Independent Director
8.5 Elect LU SUNG-CHING, a Representative of HON Mgmt For For JIN INTERNATIONAL INVESTMENT CO., LTD. with SHAREHOLDER NO.00057132, as Non-Independent Director
8.6 Elect TAI, CHENG-WU, a Representative of Mgmt For For FULLDREAM INFORMATION CO., LTD. with SHAREHOLDER NO.00412779, as Non-Independent Director
8.7 Elect WANG KUO-CHENG, with ID Mgmt For For NO.F120591XXX, as Independent Director
8.8 Elect KUO TA-WEI, with ID NO.F121315XXX, as Mgmt For For Independent Director
8.9 Elect KUNG KUO-CHUAN, with ID Mgmt For For NO.F122128XXX, as Independent Director
9 Approve Release of Restrictions of Competitive Mgmt For For Activities of Directors
Hua Hong Semiconductor Limited
Meeting Date: 05/09/2019 Country: Hong Kong Meeting Type: Annual Ticker: 1347
Primary ISIN: HK0000218211 Primary SEDOL: BRB3857
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3 Elect Stephen Tso Tung Chang as Director Mgmt For For
4 Elect Long Fei Ye as Director Mgmt For For
5 Elect Jianbo Chen as Director Mgmt For For
6 Elect Yang Du as Director Mgmt For For
Page 97 of 202
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Hua Hong Semiconductor Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 Elect Junjun Tang Director Mgmt For For
8 Authorize Board to Fix Remuneration of Mgmt For For Directors
9 Approve Ernst & Young as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration
10 Authorize Repurchase of Issued Share Capital Mgmt For For
11 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
12 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
Hypera SA
Meeting Date: 04/24/2019 Country: Brazil Meeting Type: Annual Ticker: HYPE3
Primary ISIN: BRHYPEACNOR0 Primary SEDOL: B2QY968
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2018
2 Approve Capital Budget Mgmt For For
3 Approve Allocation of Income and Dividends Mgmt For For
4 Do You Wish to Adopt Cumulative Voting for the Mgmt None Abstain Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
5 Fix Number of Directors at Nine Mgmt For For
Page 98 of 202
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Hypera SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 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. Moreover, 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. Further, 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. Lastly, 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.
7 In Case There is Any Change to the Board Slate Mgmt None Against Composition, May Your Votes Still be Counted for the Proposed Slate? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8 In Case Cumulative Voting Is Adopted, Do You Mgmt None Abstain Wish to Equally Distribute Your Votes Among the Nominees?
APPLICABLE ONLY IF CUMULATIVE VOTING IS Mgmt ADOPTED - If You Vote FOR on Item 8, Votes Will Be Automatically Distributed in Equal % Amongst All Nominees. If You Vote AGST, Contact Your Client Service Rep to Disproportionately Allocate % of Votes
9.1 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Alvaro Stainfeld Link as Board Chairman
9.2 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Bernardo Malpica Hernandez as Director
9.3 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Breno Toledo Pires de Oliveira as Director
9.4 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain David Coury Neto as Independent Director
9.5 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Esteban Malpica Fomperosa as Director
9.6 Percentage of Votes to Be Assigned - Elect Flair Mgmt None Abstain Jose Carrilho as Director
9.7 Percentage of Votes to Be Assigned - Elect Hugo Mgmt None Abstain Barreto Sodre Leal as Director
9.8 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Luciana Cavalheiro Fleischner as Director
9.9 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Maria Carolina Ferreira Lacerda as Independent Director
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Hypera SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
10 As an Ordinary Shareholder, Would You like to Mgmt None Abstain Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
11 Approve Remuneration of Company's Mgmt For For Management
12 Do You Wish to Request Installation of a Fiscal Mgmt None For Council, Under the Terms of Article 161 of the Brazilian Corporate Law?
Hypera SA
Meeting Date: 04/24/2019 Country: Brazil Meeting Type: Special Ticker: HYPE3
Primary ISIN: BRHYPEACNOR0 Primary SEDOL: B2QY968
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles Mgmt For For
2 Approve Renumbering of Articles and Mgmt For For Consolidate Bylaws
3 Amend Bonus Matching 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 time. 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.
4 Amend Restricted 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 time.
ICICI Lombard General Insurance Company Limited
Meeting Date: 06/27/2019 Country: India Meeting Type: Annual Ticker: 540716
Primary ISIN: INE765G01017 Primary SEDOL: BYXH7P9
Page 100 of 202
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ICICI Lombard General Insurance Company Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Confirm Interim Dividend Mgmt For For
3 Approve Dividend Mgmt For For
4 Reelect Sanjeev Mantri as Director Mgmt For For
5 Elect Vishakha Mulye as Director Mgmt For For
6 Elect Sandeep Batra 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.
7 Approve Revision of Remuneration of Bhargav Mgmt For For Dasgupta as Managing Director & CEO
8 Approve Revision of Remuneration of Alok Mgmt For For Kumar Agarwal as Whole-time Director Designated as Executive Director - Wholesale
9 Approve Revision of Remuneration of Sanjeev Mgmt For For Mantri as Whole-time Director Designated as Executive Director - Retail
Industrial & Commercial Bank of China Limited
Meeting Date: 05/20/2019 Country: China Meeting Type: Special Ticker: 1398
Primary ISIN: CNE1000003G1 Primary SEDOL: B1G1QD8
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
EGM BALLOT FOR HOLDERS OF H SHARES Mgmt
1 Elect Hu Hao as Director Mgmt For For
2 Elect Tan Jiong as Director Mgmt For For
3 Approve Issuance of Undated Additional Tier 1 SH For For Capital Bonds
4 Elect Chen Siqing as Director SH For For
Page 101 of 202
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Industrial & Commercial Bank of China Limited
Meeting Date: 06/20/2019 Country: China Meeting Type: Annual Ticker: 1398
Primary ISIN: CNE1000003G1 Primary SEDOL: B1G1QD8
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES Mgmt
1 Approve 2018 Work Report of the Board of Mgmt For For Directors
2 Approve 2018 Work Report of the Board of Mgmt For For Supervisors
3 Approve 2018 Audited Accounts Mgmt For For
4 Approve 2018 Profit Distribution Plan Mgmt For For
5 Approve 2019 Fixed Asset Investment Budget Mgmt For For
6 Approve KPMG Huazhen LLP and KPMG as Mgmt For For External Auditors and KPMG Huazhen LLP as Internal Control Auditors
7 Elect Yang Siu Shun as Director Mgmt For For
8 Elect Zhang Wei as Supervisor Mgmt For For
9 Elect Shen Bingxi as Supervisor Mgmt For For
10 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
11 Elect Lu Yongzhen as Director SH For For
Infosys Limited
Meeting Date: 06/22/2019 Country: India Meeting Type: Annual Ticker: 500209
Primary ISIN: INE009A01021 Primary SEDOL: 6205122
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Dividend Mgmt For For
Page 102 of 202
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Infosys Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Elect Nandan M. Nilekani as Director Mgmt For For
4 Approve Infosys Expanded Stock Ownership Mgmt For Against Program - 2019 to Eligible Employees 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.Furthermore, 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.
5 Approve Infosys Expanded Stock Ownership Mgmt For Against Program - 2019 to Eligible Employees of the Company's Subsidiaries 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, 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.
6 Approve Secondary Acquisition of Shares of the Mgmt For Against Company by the Infosys Expanded Stock Ownership Trust 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, 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.
7 Approve Grant of Stock Incentives to Salil Mgmt For Against Parekh Under Infosys Expanded Stock Ownership Program - 2019 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, 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.
8 Approve Change of Terms of Appointment of Mgmt For Against Salil Parekh as Chief Executive Officer and Managing Director 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.
9 Approve Grant of Stock Incentives to U. B. Mgmt For Against Pravin Rao Under Infosys Expanded Stock Ownership Program - 2019 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, 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.
Inventec Corp.
Meeting Date: 06/14/2019 Country: Taiwan Meeting Type: Annual Ticker: 2356
Primary ISIN: TW0002356003 Primary SEDOL: 6459930
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Inventec Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Business Operations Report and Mgmt For For Financial Statements Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Approve Profit Distribution Mgmt For For
3 Approve Amendments to Articles of Association Mgmt For For
4 Amend Rules and Procedures Regarding Mgmt For For Shareholder's General Meeting
5 Amend Procedures for Lending Funds to Other Mgmt For For Parties
6 Amend Procedures for Endorsement and Mgmt For For Guarantees
7 Amend Procedures Governing the Acquisition or Mgmt For For Disposal of Assets
8 Approve Release of Restrictions of Competitive Mgmt For For Activities of CHEN, RUEY-LONG AND SHYU, JYUO-MIN
Itau Unibanco Holding SA
Meeting Date: 04/24/2019 Country: Brazil Meeting Type: Annual Ticker: ITUB4
Primary ISIN: BRITUBACNPR1 Primary SEDOL: B037HR3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for Preferred Shareholders Mgmt
1 As a Preferred Shareholder, Would You like to Mgmt None Abstain Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
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Itau Unibanco Holding SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 In Case Neither Class of Shares Reaches the Mgmt None For Minimum Quorum Required by the Brazilian Corporate Law to Elect a Board Representative in Separate Elections, Would You Like to Use Your Votes to Elect the Candidate with More Votes to Represent Both Classes?
3 Elect Eduardo Azevedo do Valle as Fiscal Council SH None For Member and Debora Santille as Alternate Appointed by Preferred Shareholder
Itausa-Investimentos Itau SA
Meeting Date: 04/30/2019 Country: Brazil Meeting Type: Annual Ticker: ITSA4
Primary ISIN: BRITSAACNPR7 Primary SEDOL: 2458771
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for Preferred Shareholders Mgmt
1 Elect Jose Maria Rebelo as Fiscal Council SH None For Member and Isaac Berensztejn as Alternate Appointed by Preferred Shareholder
KAZ Minerals Plc
Meeting Date: 05/02/2019 Country: United Kingdom Meeting Type: Annual Ticker: KAZ
Primary ISIN: GB00B0HZPV38 Primary SEDOL: B0HZPV3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Remuneration Report Mgmt For For
3 Approve Final Dividend Mgmt For For
4 Re-elect Oleg Novachuk as Director Mgmt For For
5 Re-elect Andrew Southam as Director Mgmt For For
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KAZ Minerals Plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Re-elect Lynda Armstrong as Director Mgmt For For
7 Re-elect Alison Baker as Director Mgmt For For
8 Re-elect Vladimir Kim as Director Mgmt For For
9 Re-elect Michael Lynch-Bell as Director Mgmt For For
10 Re-elect John MacKenzie as Director Mgmt For For
11 Re-elect Charles Watson as Director Mgmt For For
12 Reappoint KPMG LLP as Auditors Mgmt For For
13 Authorise the Audit Committee to Fix Mgmt For For Remuneration of Auditors
14 Authorise Issue of Equity Mgmt For For
15 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
16 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Other Capital Investment
17 Authorise Market Purchase of Ordinary Shares Mgmt For For
18 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice
Kingboard Laminates Holdings Limited
Meeting Date: 05/27/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 1888
Primary ISIN: KYG5257K1076 Primary SEDOL: B1HHFV6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3A Elect Cheung Kwok Keung as Director Mgmt For For
3B Elect Cheung Kwok Ping as Director Mgmt For For
3C Elect Lam Ka Po as Director Mgmt For For
3D Elect Lau Ping Cheung, Kaizer as Director Mgmt For For
4 Authorize Board to Fix Remuneration of Mgmt For For Directors
Page 106 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Kingboard Laminates Holdings Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Approve Deloitte Touche Tohmatsu as Auditors Mgmt For For and Authorize Board to Fix Their Remuneration
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.
6A Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
6B Authorize Repurchase of Issued Share Capital Mgmt For For
6C Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
Kroton Educacional SA
Meeting Date: 04/30/2019 Country: Brazil Meeting Type: Special Ticker: KROT3
Primary ISIN: BRKROTACNOR9 Primary SEDOL: 2836946
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Remuneration of Company's Mgmt For For Management
2 Approve Remuneration of Fiscal Council Mgmt For For Members
Kroton Educacional SA
Meeting Date: 04/30/2019 Country: Brazil Meeting Type: Annual Ticker: KROT3
Primary ISIN: BRKROTACNOR9 Primary SEDOL: 2836946
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2018
2 Approve Allocation of Income and Dividends Mgmt For For
Page 107 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Kroton Educacional SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Do You Wish to Request Installation of a Fiscal Mgmt None For Council, Under the Terms of Article 161 of the Brazilian Corporate Law?
4 Fix Number of Fiscal Council Members at Four Mgmt For For
5 Elect Fiscal Council Members Mgmt For For
6 In Case One of the Nominees Leaves the Fiscal Mgmt None Against Council Slate Due to a Separate Minority Election, as Allowed Under Articles 161 and 240 of the Brazilian Corporate Law, May Your Votes Still Be Counted for the Proposed Slate?
Kumba Iron Ore Ltd.
Meeting Date: 05/10/2019 Country: South Africa Meeting Type: Annual Ticker: KIO
Primary ISIN: ZAE000085346 Primary SEDOL: B1G4262
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Ordinary Resolutions Mgmt
1 Reappoint Deloitte & Touche as Auditors of the Mgmt For For Company with Nita Ranchod as Individual Designated 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.
2.1 Re-elect Buyelwa Sonjica as Director Mgmt For For
2.2 Re-elect Nonkululeko Dlamini as Director Mgmt For For
2.3 Re-elect Terence Goodlace as Director Mgmt For For
3.1 Re-elect Sango Ntsaluba as Member of the Mgmt For For Audit Committee
3.2 Re-elect Terence Goodlace as Member of the Mgmt For For Audit Committee
3.3 Re-elect Mary Bomela as Member of the Audit Mgmt For For Committee
4.1 Approve Remuneration Policy Mgmt For For
Page 108 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Kumba Iron Ore Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.2 Approve Remuneration Implementation Report Mgmt For Against
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.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 time. In addition, 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.
5 Place Authorised but Unissued Shares under Mgmt For For Control of Directors
6.1 Amend Bonus and Retention Share Plan Mgmt For For
6.2 Amend Performance Share Plan Mgmt For For
7 Approve Changes to the Long-Term Incentive Mgmt For For and Forfeitable Share Awards
8 Authorise Ratification of Approved Resolutions Mgmt For For
Special Resolutions Mgmt
1 Authorise Board to Issue Shares for Cash Mgmt For For
2.1 Approve Fees of the Chairperson of the Board Mgmt For For
2.2 Approve Fees of the Board Members Mgmt For For
2.3 Approve Fees of the Lead Independent Director Mgmt For For
2.4 Approve Fees of the Chairperson of the Audit Mgmt For For Committee
2.5 Approve Fees of the Members of the Audit Mgmt For For Committee
2.6 Approve Fees of the Chairperson of the Risk and Mgmt For For Opportunities Committee
2.7 Approve Fees of the Members of the Risk and Mgmt For For Opportunities Committee
2.8 Approve Fees of the Chairperson of the Social, Mgmt For For Ethics and Transformation Committee
2.9 Approve Fees of the Members of the Social, Mgmt For For Ethics and Transformation Committee
2.10 Approve Fees of the Members of the Mgmt For For Nominations and Governance Committee
2.11 Approve Fees of the Chairperson of the Human Mgmt For For Resources and Remuneration Committee
2.12 Approve Fees of the Members of the Human Mgmt For For Resources and Remuneration Committee
3 Approve Financial Assistance in Terms of Mgmt For For Sections 44 and 45 of the Companies Act
4 Authorise Repurchase of Issued Share Capital Mgmt For For
Page 109 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Lee & Man Paper Manufacturing Limited
Meeting Date: 06/28/2019 Country: Cayman Islands Meeting Type: Special Ticker: 2314
Primary ISIN: KYG5427W1309 Primary SEDOL: 6693772
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Master Agreement and Related Mgmt For For Transactions
Lee & Man Paper Manufacturing Ltd.
Meeting Date: 05/06/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 2314
Primary ISIN: KYG5427W1309 Primary SEDOL: 6693772
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3 Elect Lee Man Bun as Director Mgmt For For
4 Elect Peter A. Davies as Director Mgmt For For
5 Authorize Board to Confirm the Terms of Mgmt For For Appointment, Including the Remuneration, of Poon Chun Kwong
6 Authorize Board to Confirm the Terms of Mgmt For For Appointment, Including the Remuneration, of Wong Kai Tung Tony
7 Authorize Board to Confirm the Terms of Mgmt For For Appointment, Including the Remuneration, of Chau Shing Yim David
8 Approve Remuneration of Directors for the Year Mgmt For For Ended December 31, 2018
9 Authorize Board to Fix Remuneration of Mgmt For For Directors for the Year Ending December 31, 2019
10 Approve Deloitte Touche Tohmatsu as Auditors Mgmt For For and Authorize Board to Fix Their Remuneration
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.
Page 110 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Lee & Man Paper Manufacturing Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
11 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
12 Authorize Repurchase of Issued Share Capital Mgmt For For
13 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
Linx SA
Meeting Date: 04/24/2019 Country: Brazil Meeting Type: Annual Ticker: LINX3
Primary ISIN: BRLINXACNOR0 Primary SEDOL: B9DL3B4
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2018 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.
2 Approve Capital Budget and Allocation of Mgmt For For Income 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.
3 Approve Remuneration of Company's Mgmt For Against Management Voter Rationale: We urge the board to take immediate steps to provide shareholders with the information referred to in item 13 of the Reference Form in CVM Instruction 480.
4 Approve Remuneration of Fiscal Council Mgmt For For Members
5 As an Ordinary Shareholder, Would You like to Mgmt None Abstain Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Page 111 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Linx SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Do You Wish to Adopt Cumulative Voting for the Mgmt None Abstain Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
7 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.
8 In Case There is Any Change to the Board Slate Mgmt None Against Composition, May Your Votes Still be Counted for the Proposed Slate? Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
9 In Case Cumulative Voting Is Adopted, Do You Mgmt None Abstain Wish to Equally Distribute Your Votes Among the Nominees?
APPLICABLE ONLY IF CUMULATIVE VOTING IS Mgmt ADOPTED - If You Vote FOR on Item XXXX, Votes Will Be Automatically Distributed in Equal % Amongst All Nominees. If You Vote AGST, Contact Your Client Service Rep to Disproportionately Allocate % of Votes
10.1 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Nercio Jose Monteiro Fernandes as Director
10.2 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Alberto Menache as Director
10.3 Percentage of Votes to Be Assigned - Elect Alon Mgmt None Abstain Dayan as Director
10.4 Percentage of Votes to Be Assigned - Elect Joao Mgmt None Abstain Cox Neto as Director
10.5 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Roger de Barbosa Ingold as Director
11 Elect Fiscal Council Members Mgmt For For
12 In Case One of the Nominees Leaves the Fiscal Mgmt None Against Council Slate Due to a Separate Minority Election, as Allowed Under Articles 161 and 240 of the Brazilian Corporate Law, May Your Votes Still Be Counted for the Proposed Slate?
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
13 In the Event of a Second Call, the Voting Mgmt None For Instructions Contained in this Remote Voting Card May Also be Considered for the Second Call?
Page 112 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Linx SA
Meeting Date: 04/24/2019 Country: Brazil Meeting Type: Special Ticker: LINX3
Primary ISIN: BRLINXACNOR0 Primary SEDOL: B9DL3B4
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Article 2 Re: Company Headquarters Mgmt For For
2 Amend Article 5 to Reflect Changes in Capital Mgmt For For
3 Amend Article 11 Mgmt For For
4 Amend Article 16 Mgmt For For
5 Amend Article 16 Sections ix and x Mgmt For For
6 Amend Article 17 Paragraph 1 Mgmt For For
7 Amend Article 17 Paragraph 4 Mgmt For For
8 Amend Article 22 Mgmt For For
9 Amend Article 23 Mgmt For For
10 Amend Article 23 Section xii Mgmt For For
11 Amend Article 23 Section xxii Mgmt For For
12 Amend Article 23 Section xliv Mgmt For For
13 Amend Article 23 Paragraph 1 Mgmt For For
14 Amend Article 24 Mgmt For For
15 Amend Article 25 Mgmt For For
16 Amend Article 25 Section viii Mgmt For For
17 Amend Article 32 Mgmt For For
18 Amend Article 48 Mgmt For For
19 Consolidate Bylaws Mgmt For For
20 In the Event of a Second Call, the Voting Mgmt None For Instructions Contained in this Remote Voting Card May Also be Considered for the Second Call?
Logan Property Holdings Company Limited
Meeting Date: 06/20/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 3380
Primary ISIN: KYG555551095 Primary SEDOL: BH6X937
Page 113 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Logan Property Holdings Company Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend and Special Dividend Mgmt For For
3 Elect Ji Jiande as Director Mgmt For For
4 Elect Xiao Xu as Director Mgmt For For
5 Elect Liu Ka Ying, Rebecca as Director Mgmt For For
6 Authorize Board to Fix the Remuneration of Mgmt For For Directors
7 Approve Ernst & Young as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration
8 Authorize Repurchase of Issued Share Capital Mgmt For For
9 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
10 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
Lojas Americanas SA
Meeting Date: 04/30/2019 Country: Brazil Meeting Type: Special Ticker: LAME4
Primary ISIN: BRLAMEACNPR6 Primary SEDOL: 2516710
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Article 5 to Reflect Changes in Capital Mgmt For For
2 Amend Articles Mgmt For For
3 Consolidate Bylaws Mgmt For For
Page 114 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Lojas Americanas SA
Meeting Date: 04/30/2019 Country: Brazil Meeting Type: Annual Ticker: LAME4
Primary ISIN: BRLAMEACNPR6 Primary SEDOL: 2516710
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for Preferred Shareholders Mgmt
1 Do You Wish to Request Installation of a Fiscal Mgmt None For Council, Under the Terms of Article 161 of the Brazilian Corporate Law? Voter Rationale: A vote FOR this item is warranted because the installation of a fiscal council could potentially improve the company's governance and bring greater corporate oversight.
Lojas Renner SA
Meeting Date: 04/18/2019 Country: Brazil Meeting Type: Annual Ticker: LREN3
Primary ISIN: BRLRENACNOR1 Primary SEDOL: B0CGYD6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2018 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.
2 Approve Allocation of Income and Dividends Mgmt For For
3 Fix Number of Directors Mgmt For For
4 Do You Wish to Adopt Cumulative Voting for the Mgmt None Abstain Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
5.1 Elect Osvaldo Burgos Schirmer as Independent Mgmt For For Director
5.2 Elect Carlos Fernando Couto de Oliveira Souto Mgmt For For as Independent Director
5.3 Elect Jose Gallo as Director Mgmt For For
5.4 Elect Fabio de Barros Pinheiro as Independent Mgmt For For Director
Page 115 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Lojas Renner SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5.5 Elect Heinz-Peter Elstrodt as Independent Mgmt For For Director
5.6 Elect Thomas Bier Herrmann as Independent Mgmt For For Director
5.7 Elect Juliana Rozenbaum Munemori as Mgmt For For Independent Director
5.8 Elect Christiane Almeida Edington as Mgmt For For Independent Director
5.9 Elect Beatriz Pereira Carneiro Cunha as Director SH None Do Not Vote Appointed by Minority Shareholder Voter Rationale: Nine board nominees were disclosed to dispute the election for an eight-member board proposed by the company under an individual director election. Eight incumbent nominees were disclosed by management (Items 5.1-5.8) and a new director candidate was presented by shareholders Caixa de Previdencia dos Funcionarios do Banco do Brasil Previ and BB Gestao de Recursos Distribuidora de Titulos e Valores Mobiliarios S.A. (Item 5.9).All nominees, with the exception of Jose Gallo (Item 5.3), the company's CEO and executive director, who will step down following the 2019 AGM and is being appointed to occupy a non-executive directorship position, were classified as independent candidates. In addition, all director nominees appear to be well-qualified board candidates.Nonetheless, in the absence of known concerns regarding the performance of the current directors, shareholder support FOR the incumbent nominees presented under Items 5.1-5.8 is recommended at this time, which includes the non-independent candidate and soon-to-be former CEO Jose Gallo (Item 5.3). His presence on the board appears to be beneficial at a time the company will go through the first transition in its leadership in 21 years.A DO NOT VOTE is recommended for the new candidate Beatriz Pereira Carneiro da Cunha (Item 5.9), which, nonetheless, should not be interpreted as a negative assessment of the experience and qualifications of the proposed nominee.
6 In Case Cumulative Voting Is Adopted, Do You Mgmt None For Wish to Equally Distribute Your Votes Among the Nominees?
APPLICABLE ONLY IF CUMULATIVE VOTING IS Mgmt ADOPTED - If You Vote FOR on Item 6, Votes Will Be Automatically Distributed in Equal % Amongst All Nominees. If You Vote AGST, Contact Your Client Service Rep to Disproportionately Allocate % of Votes
7.1 Percentage of Votes to Be Assigned - Elect Mgmt None For Osvaldo Burgos Schirmer as Independent Director
7.2 Percentage of Votes to Be Assigned - Elect Mgmt None For Carlos Fernando Couto de Oliveira Souto as Independent Director
7.3 Percentage of Votes to Be Assigned - Elect Jose Mgmt None For Gallo as Director
7.4 Percentage of Votes to Be Assigned - Elect Fabio Mgmt None For de Barros Pinheiro as Independent Director
7.5 Percentage of Votes to Be Assigned - Elect Mgmt None For Heinz-Peter Elstrodt as Independent Director
7.6 Percentage of Votes to Be Assigned - Elect Mgmt None For Thomas Bier Herrmann as Independent Director
7.7 Percentage of Votes to Be Assigned - Elect Mgmt None For Juliana Rozenbaum Munemori as Independent Director
Page 116 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Lojas Renner SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7.8 Percentage of Votes to Be Assigned - Elect Mgmt None For Christiane Almeida Edington as Independent Director
7.9 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Beatriz Pereira Carneiro Cunha as Director Appointed by Minority Shareholder Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8 As an Ordinary Shareholder, Would You like to Mgmt None Abstain Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?
Voter Rationale: The company stated that shareholders must choose to vote on one single election scenario. As such, in light of the vote recommendations presented under the unbundled majority election (Items 5.1-5.9), an ABSTAIN vote is recommended for this separate election procedural question included as part of the remote voting card.
9 Approve Remuneration of Company's Mgmt For For Management
10 Fix Number of Fiscal Council Members Mgmt For For
11.1 Elect Joarez Jose Picinini as Fiscal Council Mgmt For For Member and Ricardo Gus Maltz as Alternate
11.2 Elect Cristell Lisania Justen as Fiscal Council Mgmt For Abstain Member and Roberto Zeller Branchi as Alternate
Voter Rationale: The company disclosed four nominees, and alternates, for a three-member fiscal council.The proposed nominees are as follows:- Item 11.1 New management fiscal council nominee Joarez Jose Picinini and incumbent alternate Ricardo Gus Maltz- Item 11.2- New management fiscal council nominee Cristell Lisania Justen and alternate Roberto Zeller Branchi- Item 11.3 Incumbent fiscal council nominee Ricardo Zaffari Grechi and alternate Roberto Frota Decourt- Item 11.4 New shareholder fiscal council nominee Jose Eduardo Moreira Bergo and alternate Isabel Cristina Bittencourt SantiagoSupport FOR the incumbent nominee Ricardo Zaffari Crechi and alternate Roberto Frota Decourt (Item 11.3) is recommended in light of the lack of known concerns regarding the performance of the fiscal council members. In addition, support FOR the new management nominee Joarez Jose Picinini and incumbent alternate Ricardo Gus Maltz (Item 11.1) is also recommended.Lastly, a vote FOR the new shareholder nominee Jose Eduardo Moreira Bergo and alternate Isabel Cristina Bittencourt Santiago (Item 11.4) is recommended in light of the apparent extensive experience as fiscal council members of private and publicly-traded companies.As only three fiscal council nominees, and alternates, can be elected under these proposals, an ABSTAIN vote for the new management candidate Cristell Lisania Justen, and alternate Roberto Zeller Branchi, (Item 11.2) is warranted, because, although well-qualified, their biographies do not indicate previous experience as fiscal council members. The recommendation, however, should not be interpreted as a negative assessment of the nominees' experience and qualifications.
11.3 Elect Ricardo Zaffari Grechi as Fiscal Council Mgmt For For Member and Roberto Frota Decourt as Alternate
11.4 Elect Jose Eduardo Moreira Bergo as Fiscal SH None For Council Member and Isabel Cristina Bittencourt Santiago as Alternate Appointed by Minority Shareholder
12 Approve Remuneration of Fiscal Council Mgmt For For Members
Page 117 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Lojas Renner SA
Meeting Date: 04/30/2019 Country: Brazil Meeting Type: Special Ticker: LREN3
Primary ISIN: BRLRENACNOR1 Primary SEDOL: B0CGYD6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Authorize Capitalization of Reserves Mgmt For For
2 Authorize Bonus Issue Mgmt For For
3 Approve Increase in Authorized Capital Mgmt For For
4 Amend Articles 5 and 6 to Reflect Changes in Mgmt For For Share Capital and Authorized Capital Respectively
Magazine Luiza SA
Meeting Date: 04/12/2019 Country: Brazil Meeting Type: Annual Ticker: MGLU3
Primary ISIN: BRMGLUACNOR2 Primary SEDOL: B4975P9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2018 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.
2 Approve Allocation of Income and Dividends Mgmt For For
3 Fix Number of Directors at Seven Mgmt For For
4 Do You Wish to Adopt Cumulative Voting for the Mgmt None Abstain Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
5 Elect Directors Mgmt For For
6 In Case There is Any Change to the Board Slate Mgmt None Against Composition, May Your Votes Still be Counted for the Proposed Slate? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Page 118 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Magazine Luiza SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 In Case Cumulative Voting Is Adopted, Do You Mgmt None Abstain Wish to Equally Distribute Your Votes Among the Nominees? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
APPLICABLE ONLY IF CUMULATIVE VOTING IS Mgmt ADOPTED - If You Vote FOR on Item 7, Votes Will Be Automatically Distributed in Equal % Amongst All Nominees. If You Vote AGST, Contact Your Client Service Rep to Disproportionately Allocate % of Votes
8.1 Percentage of Votes to Be Assigned - Elect Luiza Mgmt None Abstain Helena Trajano Inacio Rodrigues as Director
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8.2 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Marcelo Jose Ferreira e Silva as Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8.3 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Carlos Renato Donzelli as Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8.4 Percentage of Votes to Be Assigned - Elect Ines Mgmt None Abstain Correa de Souza as Independent Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8.5 Percentage of Votes to Be Assigned - Elect Jose Mgmt None Abstain Paschoal Rossetti as Independent Director
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8.6 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Betania Tanure de Barros as Independent Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8.7 Percentage of Votes to Be Assigned - Elect Silvio Mgmt None Abstain Romero de Lemos Meira as Independent Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Page 119 of 202
The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Magazine Luiza SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
9 As an Ordinary Shareholder, Would You like to Mgmt None Abstain Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
10 Elect Fiscal Council Members Mgmt For Abstain
Voter Rationale: An ABSTAIN vote recommendation is warranted for management's fiscal council nominees, to allow minority shareholders to concentrate their votes on the election of a minority fiscal council candidates as further discussed under Items 12.1 and 12.2 of this meeting agenda.
11 In Case One of the Nominees Leaves the Fiscal Mgmt None Against Council Slate Due to a Separate Minority Election, as Allowed Under Articles 161 and 240 of the Brazilian Corporate Law, May Your Votes Still Be Counted for the Proposed Slate?
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
12.1 Elect Eduardo Christovam Galdi Mestieri as SH None For Fiscal Council Member Appointed by Minority Shareholder
12.2 Elect Thiago Costa Jacinto as Alternate Fiscal SH None For Council Member Appointed by Minority Shareholder
13 Approve Remuneration of Company's Mgmt For For Management
Magazine Luiza SA
Meeting Date: 04/12/2019 Country: Brazil Meeting Type: Special Ticker: MGLU3
Primary ISIN: BRMGLUACNOR2 Primary SEDOL: B4975P9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Ratify Acquisitions of Tecnologia Softbox Mgmt For For Sistemas de Informacao Ltda., Certa Administracao Ltda. and Kelex Tecnologia Ltda.
2 Ratify American Appraisal Servicos de Avaliacao Mgmt For For Ltda. (Duff & Phelps Brasil) as the Independent Firm to Appraise Proposed Transaction
3 Approve Independent Firm's Appraisal Mgmt For For
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Magazine Luiza SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Rectify Remuneration of Company's Mgmt For Against Management Approved at the April 13, 2018, AGM/EGM Voter Rationale: We urge the board to take immediate steps to provide shareholders with the information referred to in item 13 of the Reference Form in CVM Instruction 480
Magnitogorsk Iron & Steel Works PJSC
Meeting Date: 05/31/2019 Country: Russia Meeting Type: Annual Ticker: MAGN
Primary ISIN: RU0009084396 Primary SEDOL: B5B1RP0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for GDR Holders Mgmt
1.1 Approve Annual Report Mgmt For For
1.2 Approve Financial Statements Mgmt For For
2.1 Approve Allocation of Income Mgmt For For
2.2 Approve Dividends of RUB 1.398 per Share Mgmt For For
Elect 10 Directors by Cumulative Voting Mgmt
3.1 Elect Viktor Rashnikov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. Moreover, given the non-independent status of the Chairman, 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.
3.2 Elect Andrei Eremin as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
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Magnitogorsk Iron & Steel Works PJSC
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Kirill Levin as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. Moreover, given the non-independent status of the Chairman, 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. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness
3.4 Elect Valerii Martsinovich as Director Mgmt None For
3.5 Elect Ralf Morgan as Director Mgmt None For
3.6 Elect Nikolai Nikiforov as Director Mgmt None For
3.7 Elect Olga Rashnikova as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
3.8 Elect Zumrud Rustamova as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
3.9 Elect Sergei Ushakov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
3.10 Elect Pavel Shiliaev as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
4 Ratify PricewaterhouseCoopers as Auditor Mgmt For Against
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
5 Approve Remuneration of Directors Mgmt For For
6.1 Approve New Edition of Regulations on General Mgmt For For Meetings
6.2 Approve New Edition of Regulations on Board of Mgmt For For Directors
6.3 Approve New Edition of Regulations on Mgmt For For Management
6.4 Approve New Edition of Regulations on CEO Mgmt For For
7 Approve Dividends Mgmt For For
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Malayan Banking Bhd.
Meeting Date: 04/11/2019 Country: Malaysia Meeting Type: Annual Ticker: 1155
Primary ISIN: MYL1155OO000 Primary SEDOL: 6556325
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Final Dividend Mgmt For For
2 Elect Abdul Farid Alias as Director Mgmt For For
3 Elect R. Karunakaran as Director Mgmt For For
4 Elect Cheng Kee Check 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.
5 Elect Fauziah Hisham as Director Mgmt For For
6 Elect Shariffuddin Khalid as Director Mgmt For For
7 Approve Directors' Fees Mgmt For For
8 Approve Director's Benefits Mgmt For For
9 Approve Ernst & Young as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration
10 Approve Issuance of Equity or Equity-Linked Mgmt For For Securities without Preemptive Rights
11 Approve Issuance of New Ordinary Shares Mgmt For For Under the Dividend Reinvestment Plan
Manila Electric Company
Meeting Date: 05/28/2019 Country: Philippines Meeting Type: Annual Ticker: MER
Primary ISIN: PHY5764J1483 Primary SEDOL: B247XZ6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Minutes of the Annual Meeting of Mgmt For For Stockholders Held on May 29, 2018
2 Approve 2018 Audited Financial Statements Mgmt For For
3 Ratify the Acts of the Board and Management Mgmt For For
Elect 11 Directors by Cumulative Voting Mgmt
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Manila Electric Company
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.1 Elect Anabelle L. Chua as Director Mgmt For Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, 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.
4.2 Elect Ray C. Espinosa as Director Mgmt For Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, 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.
4.3 Elect James L. Go as Director Mgmt For Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, 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.
4.4 Elect John L. Gokongwei, Jr. as Director Mgmt For Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, 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.
4.5 Elect Lance Y. Gokongwei as Director Mgmt For Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. Lastly, 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.
4.6 Elect Jose Ma. K. Lim as Director Mgmt For Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
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Manila Electric Company
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.7 Elect Elpidio L. Ibañez as Director Mgmt For Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
4.8 Elect Artemio V. Panganiban 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.
4.9 Elect Manuel V. Pangilinan as Director Mgmt For Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. 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. Lastly, 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.
4.10 Elect Pedro E. Roxas 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 situations requiring substantial amounts of time.
4.11 Elect Victorico P. Vargas as Director Mgmt For Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
5 Appoint External Auditors Mgmt For For
MediaTek, Inc.
Meeting Date: 06/14/2019 Country: Taiwan Meeting Type: Annual Ticker: 2454
Primary ISIN: TW0002454006 Primary SEDOL: 6372480
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Business Operations Report and Mgmt For For Financial Statements Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Approve Plan on Profit Distribution Mgmt For For
3 Approve Cash Distribution from Capital Reserve Mgmt For For
4 Approve Amendments to Articles of Association Mgmt For For
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MediaTek, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Approve Amendments to Procedures Governing Mgmt For For the Acquisition or Disposal of Assets
6 Amend Procedures for Endorsement and Mgmt For For Guarantees
7 Amend Procedures for Lending Funds to Other Mgmt For For Parties
Merida Industry Co., Ltd.
Meeting Date: 06/25/2019 Country: Taiwan Meeting Type: Annual Ticker: 9914
Primary ISIN: TW0009914002 Primary SEDOL: 6584445
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Business Report and Financial Mgmt For For Statements Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Approve Profit Distribution Mgmt For For
3 Amend Procedures Governing the Acquisition or Mgmt For For Disposal of Assets
4 Amend Procedures for Lending Funds to Other Mgmt For For Parties and Procedures for Endorsement and Guarantees
Mexichem SAB de CV
Meeting Date: 04/23/2019 Country: Mexico Meeting Type: Annual/Special Ticker: MEXCHEM
Primary ISIN: MX01ME050007 Primary SEDOL: 2434760
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Accept CEO's Report and Board's Report on Mgmt For For Operations and Results
1.2 Accept Individual and Consolidated Financial Mgmt For For Statements
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Mexichem SAB de CV
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Accept Report on Compliance of Fiscal Mgmt For For Obligations
2 Accept Report of Audit Committee Mgmt For For
3 Accept Report of Corporate Practices Committee Mgmt For For
4.1 Approve Individual and Consolidated Net Profit Mgmt For For after Minority Interest in the Amount of USD 354.89 Million
4.2 Approve Allocation of Individual and or Mgmt For For Consolidated Profits and or Losses Referred to in Previous Item to the Accumulated Net Income Account
5.1 Ratify Antonio Del Valle Ruiz as Honorary and Mgmt For For Lifetime Board Chairman
5.2a Elect or Ratify Juan Pablo Del Valle Perochena Mgmt For For as Board Member 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. Furthermore, 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.
5.2b Elect or Ratify Adolfo Del Valle Ruiz as Board Mgmt For For Member
5.2c Elect or Ratify Ignacio Del Valle Ruiz as Board Mgmt For Against Member Voter Rationale: It is not appropriate for a director convicted of market misconduct to remain on the board.
5.2d Elect or Ratify Antonio Del Valle Perochena as Mgmt For For Board Member
5.2e Elect or Ratify Maria Guadalupe Del Valle Mgmt For For Perochena as Board Member
5.2f Elect or Ratify Jaime Ruiz Sacristan as Board Mgmt For For Member 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.
5.2g Elect or Ratify Fernando Ruiz Sahagun as Board Mgmt For Against Member 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.
5.2h Elect or Ratify Eugenio Santiago Clariond Reyes Mgmt For For as Board Member
5.2i Elect or Ratify Eduardo Tricio Haro as Board Mgmt For For Member
5.2j Elect or Ratify Guillermo Ortiz Martinez as Board Mgmt For For Member
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Mexichem SAB de CV
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5.2k Elect or Ratify Divo Milan Haddad as Board Mgmt For For Member
5.2l Elect or Ratify Alma Rosa Moreno Razo as Board Mgmt For For Member
5.2m Elect or Ratify Maria Teresa Altagracia Arnal Mgmt For For Machado as Board Member
5.3a Elect or Ratify Juan Pablo Del Valle Perochena Mgmt For For as Chairman of Board of Directors 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. Furthermore, 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.
5.3b Elect or Ratify Juan Pablo Del Rio Benitez as Mgmt For For Secretary (without being a member) of Board
5.3c Elect or Ratify Francisco Ramon Hernandez as Mgmt For For Alternate Secretary (without being a member) of Board
5.4a Elect or Ratify Fernando Ruiz Sahagun as Mgmt For Against Chairman of Audit Committee 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.
5.4b Elect or Ratify Eugenio Santiago Clariond Reyes Mgmt For For as Chairman of Corporate Practices Committee
6 Approve Remuneration of Chairman of Board, Mgmt For For Audit Committee and Corporate Practices Committee; Approve Remuneration of Members of Board and Members of Audit Committee and Corporate Practices Committee
7.1 Approve Cancellation of Balance of Amount Mgmt For For Approved to be Used for Acquisition of Company's Shares
7.2 Set Aggregate Nominal Amount of Share Mgmt For For Repurchase Reserve at USD 400 Million
8 Accept Report on Adoption or Modification of Mgmt For For Policies in Share Repurchases of Company
9.1 Resolutions Regarding Decision Adopted by Mgmt For For General Meeting on Aug. 21, 2018 Re: Extend Dividend Term of Remaining USD 100 Million
9.2 Resolutions Regarding Decision Adopted by Mgmt For For General Meeting on Aug. 21, 2018 Re: Authorize Board Chairman, CEO and CFO to Set Dates and Payment Form of Aforementioned Dividends
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Mexichem SAB de CV
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
10 Amend Articles; Approve Certification of Mgmt For Against Company's Bylaws Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
11 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
Mobile TeleSystems PJSC
Meeting Date: 06/27/2019 Country: Russia Meeting Type: Annual Ticker: MTSS
Primary ISIN: RU0007775219 Primary SEDOL: B59FPS3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Approve Meeting Procedures Mgmt For For
2 Approve Annual Report, Financial Statements, Mgmt For For and Allocation of Income, Including Dividends of RUB 19.98 per Share
Elect Nine Directors by Cumulative Voting Mgmt
3.1 Elect Antoniou Antonios Theodosiou as Director Mgmt None For
3.2 Elect Feliks Evtushenkov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
3.3 Elect Artem Zasurskii as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
3.4 Elect Aleksei Katkov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.In addition, 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.
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Mobile TeleSystems PJSC
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.5 Elect Aleksei Kornia as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
3.6 Elect Regina von Flemming as Director Mgmt None For
3.7 Elect Vsevolod Rozanov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.In addition, 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.
3.8 Elect Thomas Holtrop as Director Mgmt None 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.
3.9 Elect Valentin Iumashev as Director Mgmt None For
Elect Three Members of Audit Commission Mgmt
4.1 Elect Irina Borisenkova as Member of Audit Mgmt For For Commission
4.2 Elect Maksim Mamonov as Member of Audit Mgmt For For Commission
4.3 Elect Andrei Porokh as Member of Audit Mgmt For For Commission
5 Ratify Deloitte and Touche CIS as Auditor Mgmt For Against
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
6 Approve New Edition of Regulations on General Mgmt For For Meetings
MOL Hungarian Oil & Gas Plc
Meeting Date: 04/11/2019 Country: Hungary Meeting Type: Annual Ticker: MOL
Primary ISIN: HU0000153937 Primary SEDOL: BD5ZXH8
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Use of Electronic Vote Collection Mgmt For For Method
2 Elect Keeper of Minutes, Shareholders to Mgmt For For Authenticate Minutes, and Counter of Votes
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MOL Hungarian Oil & Gas Plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Standalone and Consolidated Financial Mgmt For For Statements and Statutory Reports
4 Approve Dividends of HUF 142.5 per Share Mgmt For For
5 Approve Company's Corporate Governance Mgmt For For Statement
6 Approve Discharge of Management Board Mgmt For For
7 Approve Auditors and Authorize Board to Fix Mgmt For For Their Remuneration 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.
8 Approve Report on Share Repurchase Program Mgmt For For Approved at 2018 AGM
9 Authorize Share Repurchase Program Mgmt For Against
Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.
10 Elect Sandor Csanyi as Management Board Mgmt For For Member
11 Elect Anthony Radev as Management Board Mgmt For For Member
12 Elect Janos Martonyi as Management Board Mgmt For For Member
13 Elect Talal Al Awfi as Management Board Mgmt For For Member
14 Elect Anett Pandurics as Supervisory Board Mgmt For For
15 Elect Anett Pandurics as Audit Committee Mgmt For For Member
16 Authorize Share Capital Increase by Holders of Mgmt For For "A" Series Shares
17 Authorize Share Capital Increase by Holders of Mgmt For For "B" Series Shares
18 Approve Up to HUF 132.4 Billion Increase in Mgmt For For Share Capital with Preemptive Rights; Amend Articles of Association Accordingly
Motor Oil (Hellas) Corinth Refineries SA
Meeting Date: 06/05/2019 Country: Greece Meeting Type: Annual Ticker: MOH
Primary ISIN: GRS426003000 Primary SEDOL: 5996234
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Motor Oil (Hellas) Corinth Refineries SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Annual Meeting Agenda Mgmt
1 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.
2 Approve Discharge of Board and Auditors Mgmt For For
3 Elect Directors (Bundled) Mgmt For Against
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.
4 Elect Members of Audit Committee Mgmt For For
5 Approve Allocation of Income and Dividends Mgmt For For
6 Approve Auditors and Fix Their Remuneration 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.
7 Approve Director Remuneration Mgmt For For
8 Approve Advance Payments for Directors Mgmt For For
9 Approve Profit Sharing to Directors and Key Mgmt For Against Management Personnel Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
10 Approve Remuneration Policy Mgmt For Against
Voter Rationale: Variable remuneration and equity incentives 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. Furthermore, 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.
11 Amend Company Articles Mgmt For Against
Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
MTN Group Ltd.
Meeting Date: 05/23/2019 Country: South Africa Meeting Type: Annual Ticker: MTN
Primary ISIN: ZAE000042164 Primary SEDOL: 6563206
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MTN Group Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Ordinary Resolutions Mgmt
1.1 Elect Mcebisi Jonas as Director Mgmt For For
1.2 Elect Khotso Mokhele 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.
1.3 Elect Swazi Tshabalala as Director Mgmt For For
1.4 Re-elect Shaygan Kheradpir as Director Mgmt For For
1.5 Re-elect Koosum Kalyan as Director Mgmt For For
1.6 Re-elect Azmi Mikati as Director Mgmt For For
1.7 Re-elect Jeff van Rooyen as Director Mgmt For For
1.8 Re-elect Dawn Marole as Director Mgmt For For
1.9 Re-elect Peter Mageza as Director Mgmt For For
1.10 Re-elect Alan Harper as Director Mgmt For For
2.1 Re-elect Christine Ramon as Member of the Mgmt For For Audit Committee
2.2 Re-elect Paul Hanratty as Member of the Audit Mgmt For For Committee
2.3 Re-elect Peter Mageza as Member of the Audit Mgmt For For Committee
2.4 Re-elect Jeff van Rooyen as Member of the Mgmt For For Audit Committee
3 Reappoint PricewaterhouseCoopers Inc as Mgmt For For Auditors of the Company 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.
4 Reappoint SizweNtsalubaGobodo Grant Mgmt For For Thornton Inc as Auditors of the Company 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.
5 Place Authorised but Unissued Shares under Mgmt For For Control of Directors
6 Authorise Board to Issue Shares for Cash Mgmt For For
7 Approve Remuneration Policy 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 time.
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MTN Group Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
8 Approve Remuneration Implementation Report 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 time.
Special Resolutions Mgmt
1 Approve Remuneration of Non-Executive Mgmt For For Directors
2 Authorise Repurchase of Issued Share Capital Mgmt For For
3 Approve Financial Assistance to Subsidiaries Mgmt For For and Other Related and Inter-related Entities
4 Approve Financial Assistance to Directors, Mgmt For Against Prescribed Officers and Employee Share Scheme Beneficiaries Voter Rationale: Shareholder funds should not be used to grant financial assistance to directors, officers or related persons without a clearly disclosed and fully justified explanation.
Nanya Technology Corp.
Meeting Date: 05/30/2019 Country: Taiwan Meeting Type: Annual Ticker: 2408
Primary ISIN: TW0002408002 Primary SEDOL: 6283601
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Business Report and Financial Mgmt For For Statements
2 Approve Profit Distribution Mgmt For For
3 Amend Procedures Governing the Acquisition or Mgmt For For Disposal of Assets
4 Amend Trading Procedures Governing Mgmt For For Derivatives Products
5 Amend Procedures for Lending Funds to Other Mgmt For For Parties
6 Amend Procedures for Endorsement and Mgmt For For Guarantees
ELECT NON-INDEPENDENT DIRECTORS AND Mgmt INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
Page 134 of 202
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Nanya Technology Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7.1 Elect Chia Chau, Wu, a Representative of SH None Against NANYA PLASTICS CORP. with Shareholder No. 0000001, as Non-Independent Director Voter Rationale: A vote AGAINST non-independent director nominees under Items 7.1-7.7 and 7.9 is warranted because the independence level will be 25 percent under ISS classification, which does not meet the ISS minimum requirement of one-third. A vote FOR the non-independent director nominee Pei-Ing Lee under Item 7.8 is warranted given his removal would be expected to have material negative impacts on shareholder value.A vote AGAINST independent director nominee Shu-Po Hsu under Item 7.11 is warranted because he has attended less than 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation;In the absence of any significant issues concerning other independent nominees Ching-Chyi Lai and Tsai-Feng Hou under Items 7.10 and 7.12, a vote FOR their election is warranted is warranted.
7.2 Elect Wen Yuan, Wong with Shareholder No. SH None Against 0017206, as Non-Independent Director Voter Rationale: A vote AGAINST non-independent director nominees under Items 7.1-7.7 and 7.9 is warranted because the independence level will be 25 percent under ISS classification, which does not meet the ISS minimum requirement of one-third. A vote FOR the non-independent director nominee Pei-Ing Lee under Item 7.8 is warranted given his removal would be expected to have material negative impacts on shareholder value.A vote AGAINST independent director nominee Shu-Po Hsu under Item 7.11 is warranted because he has attended less than 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation;In the absence of any significant issues concerning other independent nominees Ching-Chyi Lai and Tsai-Feng Hou under Items 7.10 and 7.12, a vote FOR their election is warranted is warranted.
7.3 Elect Susan Wang with ID No. A220199XXX, as SH None Against Non-Independent Director Voter Rationale: A vote AGAINST non-independent director nominees under Items 7.1-7.7 and 7.9 is warranted because the independence level will be 25 percent under ISS classification, which does not meet the ISS minimum requirement of one-third. A vote FOR the non-independent director nominee Pei-Ing Lee under Item 7.8 is warranted given his removal would be expected to have material negative impacts on shareholder value.A vote AGAINST independent director nominee Shu-Po Hsu under Item 7.11 is warranted because he has attended less than 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation;In the absence of any significant issues concerning other independent nominees Ching-Chyi Lai and Tsai-Feng Hou under Items 7.10 and 7.12, a vote FOR their election is warranted is warranted.
7.4 Elect Joseph Wu, a Representative of NANYA SH None Against PLASTICS CORP. with Shareholder No. 0000001, as Non-Independent Director Voter Rationale: A vote AGAINST non-independent director nominees under Items 7.1-7.7 and 7.9 is warranted because the independence level will be 25 percent under ISS classification, which does not meet the ISS minimum requirement of one-third. A vote FOR the non-independent director nominee Pei-Ing Lee under Item 7.8 is warranted given his removal would be expected to have material negative impacts on shareholder value.A vote AGAINST independent director nominee Shu-Po Hsu under Item 7.11 is warranted because he has attended less than 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation;In the absence of any significant issues concerning other independent nominees Ching-Chyi Lai and Tsai-Feng Hou under Items 7.10 and 7.12, a vote FOR their election is warranted is warranted.
7.5 Elect Rex Chuang, a Representative of NANYA SH None Against PLASTICS CORP. with Shareholder No. 0000001, as Non-Independent Director Voter Rationale: A vote AGAINST non-independent director nominees under Items 7.1-7.7 and 7.9 is warranted because the independence level will be 25 percent under ISS classification, which does not meet the ISS minimum requirement of one-third. A vote FOR the non-independent director nominee Pei-Ing Lee under Item 7.8 is warranted given his removal would be expected to have material negative impacts on shareholder value.A vote AGAINST independent director nominee Shu-Po Hsu under Item 7.11 is warranted because he has attended less than 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation;In the absence of any significant issues concerning other independent nominees Ching-Chyi Lai and Tsai-Feng Hou under Items 7.10 and 7.12, a vote FOR their election is warranted is warranted.
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Nanya Technology Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7.6 Elect Shih-Ming Hsie, a Representative of SH None Against FORMOSA TAFFETA CORP. with Shareholder No. 0000003, as Non-Independent Director Voter Rationale: A vote AGAINST non-independent director nominees under Items 7.1-7.7 and 7.9 is warranted because the independence level will be 25 percent under ISS classification, which does not meet the ISS minimum requirement of one-third. A vote FOR the non-independent director nominee Pei-Ing Lee under Item 7.8 is warranted given his removal would be expected to have material negative impacts on shareholder value.A vote AGAINST independent director nominee Shu-Po Hsu under Item 7.11 is warranted because he has attended less than 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation;In the absence of any significant issues concerning other independent nominees Ching-Chyi Lai and Tsai-Feng Hou under Items 7.10 and 7.12, a vote FOR their election is warranted is warranted.
7.7 Elect Ming Jen, Tzou, a Representative of with SH None Against ID No. M100002XXX, as Non-Independent Director Voter Rationale: A vote AGAINST non-independent director nominees under Items 7.1-7.7 and 7.9 is warranted because the independence level will be 25 percent under ISS classification, which does not meet the ISS minimum requirement of one-third. A vote FOR the non-independent director nominee Pei-Ing Lee under Item 7.8 is warranted given his removal would be expected to have material negative impacts on shareholder value.A vote AGAINST independent director nominee Shu-Po Hsu under Item 7.11 is warranted because he has attended less than 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation;In the absence of any significant issues concerning other independent nominees Ching-Chyi Lai and Tsai-Feng Hou under Items 7.10 and 7.12, a vote FOR their election is warranted is warranted.
7.8 Elect Pei-Ing Lee with Shareholder No. SH None For 0001266, as Non-Independent Director Voter Rationale: A vote AGAINST non-independent director nominees under Items 7.1-7.7 and 7.9 is warranted because the independence level will be 25 percent under ISS classification, which does not meet the ISS minimum requirement of one-third. A vote FOR the non-independent director nominee Pei-Ing Lee under Item 7.8 is warranted given his removal would be expected to have material negative impacts on shareholder value.A vote AGAINST independent director nominee Shu-Po Hsu under Item 7.11 is warranted because he has attended less than 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation;In the absence of any significant issues concerning other independent nominees Ching-Chyi Lai and Tsai-Feng Hou under Items 7.10 and 7.12, a vote FOR their election is warranted is warranted.
7.9 Elect Lin-Chin Su with Shareholder No. SH None Against 0000285, as Non-Independent Director Voter Rationale: A vote AGAINST non-independent director nominees under Items 7.1-7.7 and 7.9 is warranted because the independence level will be 25 percent under ISS classification, which does not meet the ISS minimum requirement of one-third. A vote FOR the non-independent director nominee Pei-Ing Lee under Item 7.8 is warranted given his removal would be expected to have material negative impacts on shareholder value.A vote AGAINST independent director nominee Shu-Po Hsu under Item 7.11 is warranted because he has attended less than 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation;In the absence of any significant issues concerning other independent nominees Ching-Chyi Lai and Tsai-Feng Hou under Items 7.10 and 7.12, a vote FOR their election is warranted is warranted.
7.10 Elect Ching-Chyi Lai with ID No. B101000XXX as SH None For Independent Director Voter Rationale: A vote AGAINST non-independent director nominees under Items 7.1-7.7 and 7.9 is warranted because the independence level will be 25 percent under ISS classification, which does not meet the ISS minimum requirement of one-third. A vote FOR the non-independent director nominee Pei-Ing Lee under Item 7.8 is warranted given his removal would be expected to have material negative impacts on shareholder value.A vote AGAINST independent director nominee Shu-Po Hsu under Item 7.11 is warranted because he has attended less than 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation;In the absence of any significant issues concerning other independent nominees Ching-Chyi Lai and Tsai-Feng Hou under Items 7.10 and 7.12, a vote FOR their election is warranted is warranted.
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Nanya Technology Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7.11 Elect Shu-Po Hsu with ID No. P121619XXX as SH None Against Independent Director Voter Rationale: A vote AGAINST non-independent director nominees under Items 7.1-7.7 and 7.9 is warranted because the independence level will be 25 percent under ISS classification, which does not meet the ISS minimum requirement of one-third. A vote FOR the non-independent director nominee Pei-Ing Lee under Item 7.8 is warranted given his removal would be expected to have material negative impacts on shareholder value.A vote AGAINST independent director nominee Shu-Po Hsu under Item 7.11 is warranted because he has attended less than 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation;In the absence of any significant issues concerning other independent nominees Ching-Chyi Lai and Tsai-Feng Hou under Items 7.10 and 7.12, a vote FOR their election is warranted is warranted.
7.12 Elect Tsai-Feng Hou with ID No. Q202201XXX as SH None For Independent Director Voter Rationale: A vote AGAINST non-independent director nominees under Items 7.1-7.7 and 7.9 is warranted because the independence level will be 25 percent under ISS classification, which does not meet the ISS minimum requirement of one-third. A vote FOR the non-independent director nominee Pei-Ing Lee under Item 7.8 is warranted given his removal would be expected to have material negative impacts on shareholder value.A vote AGAINST independent director nominee Shu-Po Hsu under Item 7.11 is warranted because he has attended less than 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation;In the absence of any significant issues concerning other independent nominees Ching-Chyi Lai and Tsai-Feng Hou under Items 7.10 and 7.12, a vote FOR their election is warranted is warranted.
8 Approve Release of Restrictions of Competitive Mgmt For Against Activities of Directors Voter Rationale: Companies should clearly disclose the business benefits cross directorships will bring, or how conflicts of interest or competition concerns will be managed if these directors engage in business activities with competitors.
Natura Cosmeticos SA
Meeting Date: 04/12/2019 Country: Brazil Meeting Type: Annual Ticker: NATU3
Primary ISIN: BRNATUACNOR6 Primary SEDOL: B014K55
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Capital Budget, Allocation of Income Mgmt For For and Dividends
3 Fix Number of Director at Nine Mgmt For For
4 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.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
5 In Case There is Any Change to the Board Slate Mgmt None Against Composition, May Your Votes Still be Counted for the Proposed Slate? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
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Natura Cosmeticos SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 In Case Cumulative Voting Is Adopted, Do You Mgmt None Abstain Wish to Equally Distribute Your Votes Among the Nominees? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
APPLICABLE ONLY IF CUMULATIVE VOTING IS Mgmt ADOPTED - If You Vote FOR on Item 6, Votes Will Be Automatically Distributed in Equal % Amongst All Nominees. If You Vote AGST, Contact Your Client Service Rep to Disproportionately Allocate % of Votes
7.1 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Pedro Luiz Barreiros Passos as Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
7.2 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Antonio Luiz da Cunha Seabra as Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
7.3 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Guilherme Peirao Leal as Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
7.4 Percentage of Votes to Be Assigned - Elect Silvia Mgmt None Abstain Freire Dente da Silva Dias Lagnado as Director
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
7.5 Percentage of Votes to Be Assigned - Elect Carla Mgmt None Abstain Schmitzberger as Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
7.6 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Roberto de Oliveira Marques as Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
7.7 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Gilberto Mifano as Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
7.8 Percentage of Votes to Be Assigned - Elect Fabio Mgmt None Abstain Colletti Barbosa as Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
7.9 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Jessica DiLullo Herrin as Director Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
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Natura Cosmeticos SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
8 Do You Wish to Adopt Cumulative Voting for the Mgmt None Abstain Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
9 In Case Cumulative Voting Is Adopted, Do You Mgmt None Abstain Wish for Your Votes to be Automatically Distributed Amongst the Nominees? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
10 Approve Remuneration of Company's Mgmt For Against Management Voter Rationale: We urge the board to take immediate steps to provide shareholders with the information referred to in item 13 of the Reference Form in CVM Instruction 480.
11 Do You Wish to Request Installation of a Fiscal Mgmt None For Council, Under the Terms of Article 161 of the Brazilian Corporate Law?
12 As an Ordinary Shareholder, Would You like to Mgmt None Abstain Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
13 In the Event of a Second Call, the Voting Mgmt None For Instructions Contained in this Remote Voting Card May Also be Considered for the Second Call?
Natura Cosmeticos SA
Meeting Date: 04/12/2019 Country: Brazil Meeting Type: Special Ticker: NATU3
Primary ISIN: BRNATUACNOR6 Primary SEDOL: B014K55
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Long-Term Incentive Plan and Mgmt For Against Co-Investment Plan 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.
2 Amend 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.
Page 139 of 202
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Natura Cosmeticos SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Amend Share Matching 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.
4 In the Event of a Second Call, the Voting Mgmt None For Instructions Contained in this Remote Voting Card May Also be Considered for the Second Call?
Nedbank Group Ltd.
Meeting Date: 05/10/2019 Country: South Africa Meeting Type: Annual Ticker: NED
Primary ISIN: ZAE000004875 Primary SEDOL: 6628008
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Ordinary Resolutions Mgmt
1.1 Elect Peter Moyo as Director Mgmt For For
1.2 Re-elect Rob Leith as Director Mgmt For For
2.1 Re-elect Michael Brown as Director Mgmt For For
2.2 Re-elect Brian Dames as Director Mgmt For For
2.3 Re-elect Vassi Naidoo as Director Mgmt For For
2.4 Re-elect Stanley Subramoney as Director Mgmt For For
3.1 Reappoint Deloitte & Touche as Auditors of the Mgmt For For Company with Lito Nunes as the Designated Registered Auditor 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.
3.2 Appoint Ernst & Young Inc as Auditors of the Mgmt For For Company with Farouk Mohideen as the Designated Registered Auditor
4 Place Authorised but Unissued Ordinary Shares Mgmt For For under Control of Directors
5.1 Approve Remuneration Policy Mgmt For For
5.2 Approve Remuneration Implementation Report 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.
Special Resolutions Mgmt
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Nedbank Group Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Approve Fees for the Non-executive Chairman Mgmt For For
1.2 Approve Fees for the Lead Independent Director Mgmt For For
1.3 Approve Fees for the Nedbank Group Board Mgmt For For Member
1.4 Approve Fees for the Group Audit Committee Mgmt For For
1.5 Approve Fees for the Group Credit Committee Mgmt For For
1.6 Approve Fees for the Group Directors' Affairs Mgmt For For Committee
1.7 Approve Fees for the Group Information Mgmt For For Technology Committee
1.8 Approve Fees for the Group Related Party Mgmt For For Transactions Committee
1.9 Approve Fees for the Group Remuneration Mgmt For For Committee
1.10 Approve Fees for the Group Risk and Capital Mgmt For For Management Committee
1.11 Approve Fees for the Group Transformation, Mgmt For For Social and Ethics Committee
2 Authorise Repurchase of Issued Share Capital Mgmt For For
3 Approve Financial Assistance to Related and Mgmt For For Inter-related Companies
NMC Health Plc
Meeting Date: 06/20/2019 Country: United Kingdom Meeting Type: Annual Ticker: NMC
Primary ISIN: GB00B7FC0762 Primary SEDOL: B7FC076
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Remuneration Report Mgmt For For
3 Approve Final Dividend Mgmt For For
4 Reappoint Ernst & Young LLP as Auditors Mgmt For For
5 Authorise the Audit Committee to Fix Mgmt For For Remuneration of Auditors
6 Re-elect Mark Tompkins as Director Mgmt For For
Page 141 of 202
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NMC Health Plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 Re-elect Dr Bavaguthu Shetty as Director Mgmt For For
8 Re-elect Khalifa Bin Butti as Director Mgmt For For
9 Re-elect Prasanth Manghat as Director Mgmt For For
10 Re-elect Hani Buttikhi as Director Mgmt For For
11 Re-elect Dr Ayesha Abdullah as Director Mgmt For For
12 Elect Tarek Alnabulsi as Director Mgmt For For
13 Re-elect Abdulrahman Basaddiq as Director Mgmt For For
14 Re-elect Jonathan Bomford as Director Mgmt For For
15 Re-elect Lord Clanwilliam as Director Mgmt For For
16 Re-elect Salma Hareb as Director Mgmt For For
17 Authorise EU Political Donations and Mgmt For For Expenditure
18 Authorise Issue of Equity Mgmt For For
19 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
20 Amend Articles of Association Mgmt For For
21 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice
Oil Co. LUKOIL PJSC
Meeting Date: 06/20/2019 Country: Russia Meeting Type: Annual Ticker: LKOH
Primary ISIN: RU0009024277 Primary SEDOL: B59SNS8
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR/GDR Holders Mgmt
1 Approve Annual Report, Financial Statements, Mgmt For For and Allocation of Income, Including Dividends of RUB 155 per Share
Elect 11 Directors via Cumulative Voting Mgmt
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Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Oil Co. LUKOIL PJSC
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Vagit Alekperov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
2.2 Elect Viktor Blazheev as Director Mgmt None 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.
2.3 Elect Toby Gati as Director Mgmt None For
2.4 Elect Valerii Graifer as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.In addition, given the non-independent status of the Chairman, 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.
2.5 Elect Ravil Maganov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
2.6 Elect Roger Munnings as Director Mgmt None For
2.7 Elect Nikolai Nikolaev as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
2.8 Elect Pavel Teplukhin as Director Mgmt None For
2.9 Elect Leonid Fedun as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
2.10 Elect Liubov Khoba as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
2.11 Elect Sergei Shatalov as Director Mgmt None For
2.12 Elect Wolfgang Schussel as Director Mgmt None For
Elect Three Members of Audit Commission Mgmt
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Oil Co. LUKOIL PJSC
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Ivan Vrublevskii as Member of Audit Mgmt For For Commission
3.2 Elect Artem Otrubiannikov as Member of Audit Mgmt For For Commission
3.3 Elect Pavel Suloev as Member of Audit Mgmt For For Commission
4.1 Approve Remuneration of Directors for Fiscal Mgmt For For 2018
4.2 Approve Remuneration of New Directors for Mgmt For For Fiscal 2019
5.1 Approve Remuneration of Members of Audit Mgmt For For Commission for Fiscal 2018
5.2 Approve Remuneration of New Members of Mgmt For For Audit Commission for Fiscal 2019
6 Ratify KPMG as Auditor Mgmt For Against
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.In addition, 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.
7 Approve New Edition of Regulations on General Mgmt For Against Meetings Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
8 Approve Reduction in Share Capital through Mgmt For For Share Repurchase Program and Subsequent Share Cancellation
9 Approve Related-Party Transaction Re: Liability Mgmt For For Insurance for Directors ,Executives, and Companies
Old Mutual Ltd.
Meeting Date: 05/24/2019 Country: South Africa Meeting Type: Annual Ticker: OMU
Primary ISIN: ZAE000255360 Primary SEDOL: BDVPYN5
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Ordinary Resolutions Mgmt
1 Accept Financial Statements and Statutory Mgmt For For Reports for the Year Ended 31 December 2018
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Old Mutual Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Paul Baloyi 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.
2.2 Elect Peter de Beyer as Director Mgmt For For
2.3 Elect Thys du Toit as Director Mgmt For For
2.4 Elect Albert Essien as Director Mgmt For For
2.5 Elect Itumeleng Kgaboesele as Director Mgmt For For
2.6 Elect John Lister as Director Mgmt For For
2.7 Elect Sizeka Magwentshu-Rensburg as Director Mgmt For For
2.8 Elect Trevor Manuel as Director Mgmt For For
2.9 Elect Nombulelo Moholi as Director Mgmt For For
2.10 Elect Thoko Mokgosi-Mwantembe as Director Mgmt For For
2.11 Elect Nosipho Molope as Director Mgmt For For
2.12 Elect Peter Moyo as Director Mgmt For For
2.13 Elect James Mwangi as Director Mgmt For For
2.14 Elect Marshall Rapiya as Director Mgmt For For
2.15 Elect Casper Troskie as Director Mgmt For For
2.16 Elect Stewart van Graan as Director Mgmt For For
3.1 Elect Paul Baloyi as Member of the Audit Mgmt For For Committee
3.2 Elect Peter de Beyer as Member of the Audit Mgmt For For Committee
3.3 Elect Itumeleng Kgaboesele as Member of the Mgmt For For Audit Committee
3.4 Elect John Lister as Member of the Audit Mgmt For For Committee
3.5 Elect Nosipho Molope as Member of the Audit Mgmt For For Committee
4.1 Reappoint KPMG Inc as Auditors of the Mgmt For For Company 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.
4.2 Appoint Deloitte & Touche as Auditors of the Mgmt For For Company
5 Authorise Board to Issue Shares for Cash Mgmt For For
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Old Mutual Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6.1 Approve Remuneration Policy 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 time.
6.2 Approve Remuneration Implementation Report 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. Also, 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.
7 Authorise Ratification of Approved Resolutions Mgmt For For
Special Resolutions Mgmt
1 Approve Remuneration of Non-executive Mgmt For For Directors
2 Authorise Repurchase of Issued Share Capital Mgmt For For
3 Approve Financial Assistance to Subsidiaries and Mgmt For Against Other Related and Inter-related Entities and to Directors, Prescribed Officers or Other Persons Participating in Share or Other Employee Incentive Schemes
Voter Rationale: Shareholder funds should not be used to grant financial assistance to directors, officers or related persons without a clearly disclosed and fully justified explanation.
OMV AG
Meeting Date: 05/14/2019 Country: Austria Meeting Type: Annual Ticker: OMV
Primary ISIN: AT0000743059 Primary SEDOL: 4651459
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2018 (Non-Voting)
2 Approve Allocation of Income and Dividends of Mgmt For For EUR 1.75 per Share
3 Approve Discharge of Management Board for Mgmt For For Fiscal 2018
4 Approve Discharge of Supervisory Board for Mgmt For Against Fiscal 2018 Voter Rationale: The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.
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OMV AG
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Approve Remuneration of Supervisory Board Mgmt For For Members for Fiscal 2018
6 Ratify Ernst & Young as Auditors for Fiscal 2019 Mgmt For For
7.1 Approve Long Term Incentive Plan 2019 for Key Mgmt For For Employees
7.2 Approve Equity Deferral Plan Mgmt For For
8.1 Elect Wolfgang C. Berndt as Supervisory Board Mgmt For For Member
8.2 Elect Stefan Doboczky as Supervisory Board Mgmt For For Member
8.3 Elect Alyazia Ali Al Kuwaiti as Supervisory Board Mgmt For Against Member Voter Rationale: This director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.
8.4 Elect Mansour Mohamed Al Mulla as Supervisory Mgmt For For Board Member
8.5 Elect Karl Rose as Supervisory Board Member Mgmt For For
8.6 Elect Johann Georg Schelling as Supervisory Mgmt For For Board Member
8.7 Elect Thomas Schmid as Supervisory Board Mgmt For For Member
8.8 Elect Elisabeth Stadler as Supervisory Board Mgmt For For Member
8.9 Elect Christoph Swarovski as Supervisory Board Mgmt For For Member
9 Authorize Share Repurchase Program and Mgmt For Against Reissuance or Cancellation of Repurchased Shares Voter Rationale: Shares should not be repurchased at a significant variation to the market price.
OTP Bank Nyrt
Meeting Date: 04/12/2019 Country: Hungary Meeting Type: Annual Ticker: OTP
Primary ISIN: HU0000061726 Primary SEDOL: 7320154
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Financial Statements, Statutory Mgmt For For Reports, and Allocation of Income
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OTP Bank Nyrt
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
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.
2 Approve Company's Corporate Governance Mgmt For For Statement
3 Approve Discharge of Management Board Mgmt For For
4 Approve Auditors and Authorize Board to Fix Mgmt For Against Their Remuneration 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.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.
5.1 Amend the Articles of Association by Way of a Mgmt For For Single Resolution
5.2 Approve the Amendment of Articles of Mgmt For For Association
6 Approve Election of Employee Representative to Mgmt For Against Supervisory Board 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.
7 Amend Remuneration Policy Mgmt For For
8 Approve Remuneration of Management Board, Mgmt For For Supervisory Board, and Audit Committee Members
9 Authorize Share Repurchase Program Mgmt For Against
Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.
PagSeguro Digital Ltd.
Meeting Date: 05/30/2019 Country: Cayman Islands Meeting Type: Annual Ticker: PAGS
Primary ISIN: KYG687071012 Primary SEDOL: BFWK4R7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Consolidated Financial Statements and Mgmt For For Statutory Reports
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PagSeguro Digital Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Luis Frias 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. 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. 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. Furthermore, 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
2.2 Elect Director Maria Judith de Brito Mgmt For For
2.3 Elect Director Eduardo Alcaro Mgmt For For
2.4 Elect Director Noemia Mayumi Fukugauti Mgmt For Withhold Gushiken Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.
2.5 Elect Director Cleveland Prates Teixeira Mgmt For Withhold
Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.
2.6 Elect Director Marcos de Barros Lisboa Mgmt For Withhold
Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.
2.7 Elect Director Ricardo Dutra da Silva Mgmt For For
3 Approve Restricted Stock Plan Mgmt For Against
Voter Rationale: Plan renewal should be subject to shareholder approval. 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. Moreover, variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
4 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
Parex Resources Inc.
Meeting Date: 05/08/2019 Country: Canada Meeting Type: Annual Ticker: PXT
Primary ISIN: CA69946Q1046 Primary SEDOL: B575D14
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Fix Number of Directors at Ten Mgmt For For
2.1 Elect Director Curtis Bartlett Mgmt For For
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Parex Resources Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Lisa Colnett Mgmt For For
2.3 Elect Director Robert Engbloom Mgmt For For
2.4 Elect Director Wayne Foo Mgmt For For
2.5 Elect Director G.R. (Bob) MacDougall Mgmt For For
2.6 Elect Director Glenn McNamara Mgmt For For
2.7 Elect Director Ron Miller Mgmt For For
2.8 Elect Director Carmen Sylvain Mgmt For For
2.9 Elect Director David Taylor Mgmt For For
2.10 Elect Director Paul Wright 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.
3 Approve PricewaterhouseCoopers LLP as Mgmt For For Auditors and Authorize Board to Fix Their Remuneration
4 Advisory Vote on Executive Compensation Mgmt For For Approach Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In this instance we note that threshold vesting at 0.0x is below what we typically see in the market and relative TSR is only one third of the performance targets; however, we would encourage a view in this area.
Petroleo Brasileiro SA
Meeting Date: 04/25/2019 Country: Brazil Meeting Type: Annual/Special Ticker: PETR4
Primary ISIN: BRPETRACNPR6 Primary SEDOL: 2684532
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
Annual General Meeting Mgmt
1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2018
2 Approve Capital Budget Mgmt For For
3 Approve Allocation of Income and Dividends Mgmt For For
4 Dismiss Director Mgmt For Against
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
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Petroleo Brasileiro SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5.1 Elect Directors Mgmt For Against
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
5.2 In Case There is Any Change to the Board Slate Mgmt None Against Composition, May Your Votes Still be Counted for the Proposed Slate? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
5.3 In Case Cumulative Voting Is Adopted, Do You Mgmt None Abstain Wish to Equally Distribute Your Votes Among the Nominees? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
6 Elect Eduardo Bacellar Leal Ferreira as Board Mgmt For For Chairman
7a.1 Elect Fiscal Council Members Mgmt For Abstain
Voter Rationale: An ABSTAIN recommendation is warranted for management's fiscal council nominees, to allow minority shareholders to concentrate their votes on the election of a minority fiscal council candidate, as further discussed under Item 7b of this meeting agenda.
7a.2 In Case One of the Nominees Leaves the Fiscal Mgmt None Against Council Slate Due to a Separate Minority Election, as Allowed Under Articles 161 and 240 of the Brazilian Corporate Law, May Your Votes Still Be Counted for the Proposed Slate?
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
7b Elect Marcelo Gasparino da Silva as Fiscal SH None For Council Member and Patricia Valente Stierli as Alternate Appointed by Minority Shareholder
8 Approve Remuneration of Company's Mgmt For For Management and Fiscal Council
Extraordinary General Meeting Mgmt
1 Amend Articles and Consolidate Bylaws Mgmt For Against
Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
Polski Koncern Naftowy ORLEN SA
Meeting Date: 06/14/2019 Country: Poland Meeting Type: Annual Ticker: PKN
Primary ISIN: PLPKN0000018 Primary SEDOL: 5810066
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Polski Koncern Naftowy ORLEN SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Management Proposals Mgmt
1 Open Meeting Mgmt
2 Elect Meeting Chairman Mgmt For For
3 Acknowledge Proper Convening of Meeting Mgmt
4 Approve Agenda of Meeting Mgmt For For
5 Elect Members of Vote Counting Commission Mgmt For For
6 Receive Management Board Report on Mgmt Company's and Group's Operations
7 Receive Financial Statements and Management Mgmt Board Proposal on Allocation of Income
8 Receive Consolidated Financial Statements Mgmt
9 Receive Supervisory Board Report Mgmt
10 Receive Management Board Report on Expenses Mgmt Related to Representation, Legal Services, Marketing Services, Public Relations Services, Social Communication Services, and Management Advisory Services
11 Approve Management Board Report on Mgmt For For Company's and Group's Operations
12 Approve Financial Statements Mgmt For For
13 Approve Consolidated Financial Statements Mgmt For For
14 Approve Allocation of Income and Dividends of Mgmt For For PLN 3.5 per Share
15.1 Approve Discharge of Daniel Obajtek (CEO) Mgmt For For
15.2 Approve Discharge of Armen Artwich Mgmt For For (Management Board Member)
15.3 Approve Discharge of Patrycja Klarecka Mgmt For For (Management Board Member)
15.4 Approve Discharge of Jadwiga Lesisz Mgmt For For (Management Board Member)
15.5 Approve Discharge of Zbigniew Leszczynski Mgmt For For (Management Board Member)
15.6 Approve Discharge of Wieslaw Protasewicz Mgmt For For (Management Board Member)
15.7 Approve Discharge of Michal Rog (Management Mgmt For For Board Member)
15.8 Approve Discharge of Jozef Wegrecki Mgmt For For (Management Board Member)
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Polski Koncern Naftowy ORLEN SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
15.9 Approve Discharge of Jozef Wegrecki Mgmt For For (Management Board Member)
15.10 Approve Discharge of Wojciech Jasinski (CEO) Mgmt For For
15.11 Approve Discharge of Miroslaw Kochalski Mgmt For For (Deputy CEO)
15.12 Approve Discharge of Krystian Pater Mgmt For For (Management Board Member)
15.13 Approve Discharge of Maria Sosnowska Mgmt For For (Management Board Member)
16.1 Approve Discharge of Izabela Felczak-Poturnicka Mgmt For For (Supervisory Board Member and Chairman)
16.2 Approve Discharge of Radoslaw Kwasnicki Mgmt For For (Supervisory Board Deputy Chairman)
16.3 Approve Discharge of Mateusz Bochacik Mgmt For For (Supervisory Board Secretary)
16.4 Approve Discharge of Agnieszka Biernat-Wiatrak Mgmt For For (Supervisory Board Member)
16.5 Approve Discharge of Andrzej Kapala Mgmt For For (Supervisory Board Member)
16.6 Approve Discharge of Wojciech Krynski Mgmt For For (Supervisory Board Member)
16.7 Approve Discharge of Jadwiga Lesisz Mgmt For For (Supervisory Board Member)
16.8 Approve Discharge of Malgorzata Niezgoda Mgmt For For (Supervisory Board Member)
16.9 Approve Discharge of Jozef Wegrecki Mgmt For For (Supervisory Board Member)
16.10 Approve Discharge of Anna Wojcik (Supervisory Mgmt For For Board Member)
16.11 Approve Discharge of Angelina Sarota Mgmt For For (Supervisory Board Chairman)
16.12 Approve Discharge of Adrian Dworzynski Mgmt For For (Supervisory Board Member)
16.13 Approve Discharge of Agnieszka Krzetowska Mgmt For For (Supervisory Board Member)
17 Fix Number of Supervisory Board Members Mgmt For For
18.1 Elect Chairman of Supervisory Board Mgmt For Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
18.2 Elect Supervisory Board Member Mgmt For Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
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Polski Koncern Naftowy ORLEN SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Shareholder Proposal Submitted by State Mgmt Treasury
19 Amend Jan. 24, 2017, EGM, Resolution Re: SH None Against Remuneration of Members of Management Board 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.
20 Amend Jan. 24, 2017, EGM, Resolution Re: SH None For Remuneration of Members of Supervisory Board
Management Proposals Mgmt
21.1 Amend Statute Re: Supervisory Board Mgmt For For
21.2 Amend Statute; Approve Consolidated Text of Mgmt For For Statute
Shareholder Proposals Mgmt
22 Amend Regulations on Agreements for Legal SH None Against Services, Marketing Services, Public Relations Services, and Social Communication Services; Repeal June 30, 2017, AGM, Resolution Voter Rationale: Sufficient information should be provided in advance of the meeting to enable shareholders to cast an informed vote.
23 Amend Regulations on Disposal of Assets; SH None Against Repeal June 30, 2017, AGM, Resolution Re: Regulations on Disposal of Assets Voter Rationale: Sufficient information should be provided in advance of the meeting to enable shareholders to cast an informed vote.
24 Approve Obligation of Publication of Statements SH None Against on Expenses Related to Representation, Legal Services, Marketing Services, Public Relations Services, Social Communication Services, and Management Advisory Services; Repeal June 30, 2017, AGM, Resolution
Voter Rationale: Sufficient information should be provided in advance of the meeting to enable shareholders to cast an informed vote.
25 Approve Obligations from Articles 17.7, 18.2, 20, SH None Against and 23 of Act on State Property Management; Repeal June 30, 2017, AGM, Resolution Re: Fulfilment of Obligations from Articles 17.7, 18.2, 20, and 23 of Act on State Property Management
Voter Rationale: Sufficient information should be provided in advance of the meeting to enable shareholders to cast an informed vote.
26 Approve Regulations on Disposal of Fixed Assets SH None Against
Voter Rationale: Sufficient information should be provided in advance of the meeting to enable shareholders to cast an informed vote.
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Polski Koncern Naftowy ORLEN SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Management Proposal Mgmt
27 Close Meeting Mgmt
Polyus PJSC
Meeting Date: 05/06/2019 Country: Russia Meeting Type: Annual Ticker: PLZL
Primary ISIN: RU000A0JNAA8 Primary SEDOL: B57R0L9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR/GDR Holders Mgmt
1 Approve Annual Report and Financial Mgmt For For Statements
2 Approve Allocation of Income and Dividends of Mgmt For For RUB 143.62 per Share
Elect Nine Directors by Cumulative Voting Mgmt
3.1 Elect Mariya Gordon as Director Mgmt None For
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
3.2 Elect Pavel Grachev as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
3.3 Elect Edward Dowling as Director Mgmt None For
3.4 Elect Said Kerimov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
3.5 Elect Sergey Nosov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
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Polyus PJSC
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.6 Elect Vladimir Polin as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.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.
3.7 Elect Kent Potter as Director Mgmt None For
3.8 Elect Mikhail Stiskin as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
3.9 Elect William Champion as Director Mgmt None For
4 Ratify Auditor Mgmt For For
5 Approve Company's Membership in Association Mgmt For For
Porto Seguro SA
Meeting Date: 05/31/2019 Country: Brazil Meeting Type: Special Ticker: PSSA3
Primary ISIN: BRPSSAACNOR7 Primary SEDOL: B0498T7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Elect Bruno Campos Garfinkel as Board Mgmt For For Chairman
2 Elect Ana Luiza Campos Garfinkel as Director Mgmt For Against
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
3 In the Event of a Second Call, the Voting Mgmt None For Instructions Contained in this Remote Voting Card May Also be Considered for the Second Call?
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Powszechna Kasa Oszczednosci Bank Polski SA
Meeting Date: 05/06/2019 Country: Poland Meeting Type: Annual Ticker: PKO
Primary ISIN: PLPKO0000016 Primary SEDOL: B03NGS5
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Open Meeting Mgmt
2 Elect Meeting Chairman Mgmt For For
3 Acknowledge Proper Convening of Meeting Mgmt
4 Approve Agenda of Meeting Mgmt For For
5 Receive Financial Statements and Management Mgmt Board Proposal on Allocation of Income and Covering of Loss from Previous Years
6 Receive Management Board Report on Mgmt Company's and Group's Operations, Consolidated Financial Statements
7 Receive Supervisory Board Report Mgmt
8.1 Approve Financial Statements Mgmt For For
8.2 Approve Management Board Report on Mgmt For For Company's and Group's Operations
8.3 Approve Consolidated Financial Statements Mgmt For For
8.4 Approve Supervisory Board Report Mgmt For For
8.5 Approve Allocation of Income and Dividends of Mgmt For For PLN 1.33 per Share; Approve Treatment of Net Loss from Previous Years
8.6 Approve Terms of Dividend Payment Mgmt For For
8.7a Approve Discharge of Zbigniew Jagiello (CEO) Mgmt For For
8.7b Approve Discharge of Rafal Antczak (Deputy Mgmt For For CEO)
8.7c Approve Discharge of Rafal Kozlowski (Deputy Mgmt For For CEO)
8.7d Approve Discharge of Maks Kraczkowski Mgmt For For (Deputy CEO)
8.7e Approve Discharge of Mieczyslaw Krol (Deputy Mgmt For For CEO)
8.7f Approve Discharge of Adam Marciniak (Deputy Mgmt For For CEO)
8.7g Approve Discharge of Piotr Mazur (Deputy CEO) Mgmt For For
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Powszechna Kasa Oszczednosci Bank Polski SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
8.7h Approve Discharge of Jakub Papierski (Deputy Mgmt For For CEO)
8.7i Approve Discharge of Jan Rosciszewski (Deputy Mgmt For For CEO)
8.8a Approve Discharge of Piotr Sadownik Mgmt For For (Supervisory Chairman)
8.8b Approve Discharge of Grazyna Ciurzynska Mgmt For For (Supervisory Deputy Chairman)
8.8c Approve Discharge of Zbigniew Hajlasz Mgmt For For (Supervisory Board Secretary)
8.8d Approve Discharge of Mariusz Andrzejewski Mgmt For For (Supervisory Board Member)
8.8e Approve Discharge of Miroslaw Barszcz Mgmt For For (Supervisory Board Member)
8.8f Approve Discharge of Adam Budnikowski Mgmt For For (Supervisory Board Member)
8.8g Approve Discharge of Wojciech Jasinski Mgmt For For (Supervisory Board Member)
8.8h Approve Discharge of Andrzej Kisielewicz Mgmt For For (Supervisory Board Member)
8.8i Approve Discharge of Elzbieta Mgmt For For Maczynska-Ziemacka (Supervisory Board Member)
8.8j Approve Discharge of Janusz Ostaszewski Mgmt For For (Supervisory Board Member)
8.8k Approve Discharge of Jerzy Paluchniak Mgmt For For (Supervisory Board Member)
9 Receive Supervisory Board Report on Mgmt Remuneration Policy and Compliance with Corporate Governance Principles
10.1 Recall Supervisory Board Member Mgmt For Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
10.2 Elect Supervisory Board Member Mgmt For Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
11 Close Meeting Mgmt
Powszechny Zaklad Ubezpieczen SA
Meeting Date: 05/24/2019 Country: Poland Meeting Type: Annual Ticker: PZU
Primary ISIN: PLPZU0000011 Primary SEDOL: B63DG21
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Powszechny Zaklad Ubezpieczen SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Management Proposals Mgmt
1 Open Meeting Mgmt
2 Elect Meeting Chairman Mgmt For For
3 Acknowledge Proper Convening of Meeting Mgmt
4 Approve Agenda of Meeting Mgmt For For
5 Receive Financial Statements Mgmt
6 Receive Consolidated Financial Statements Mgmt
7 Receive Management Board Report on Mgmt Company's, Group's Operations, and Non-Financial Information
8 Receive Supervisory Board Reports on Its Mgmt Review of Financial Statements, Management Board Report, and Management Board Proposal on Allocation of Income
9 Receive Supervisory Board Report on Its Mgmt Activities
10 Receive Management Board Report on Expenses Mgmt Related to Representation, Legal Services, Marketing Services, Public Relations Services, Social Communication Services, and Management Advisory Services
11 Approve Financial Statements Mgmt For For
12 Approve Consolidated Financial Statements Mgmt For For
13 Approve Management Board Report on Mgmt For For Company's, Group's Operations, and Non-Financial Information
14 Approve Allocation of Income and Dividends of Mgmt For For PLN 2.80 per Share
15.1 Approve Discharge of Roger Hodgkiss Mgmt For For (Management Board Member)
15.2 Approve Discharge of Tomasz Kulik Mgmt For For (Management Board Member)
15.3 Approve Discharge of Maciej Rapkiewicz Mgmt For For (Management Board Member)
15.4 Approve Discharge of Malgorzata Sadurska Mgmt For For (Management Board Member)
15.5 Approve Discharge of Pawel Surowka Mgmt For For (Management Board Member)
16.1 Approve Discharge of Boguslaw Banaszak Mgmt For For (Supervisory Board Member)
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Powszechny Zaklad Ubezpieczen SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
16.2 Approve Discharge of Marcin Chludzinski Mgmt For For (Supervisory Board Member)
16.3 Approve Discharge of Aneta Falek (Supervisory Mgmt For For Board Member)
16.4 Approve Discharge of Pawel Gorecki Mgmt For For (Supervisory Board Member)
16.5 Approve Discharge of Agata Gornicka Mgmt For For (Supervisory Board Member)
16.6 Approve Discharge of Robert Jastrzebski Mgmt For For (Supervisory Board Member)
16.7 Approve Discharge of Katarzyna Lewandowska Mgmt For For (Supervisory Board Member)
16.8 Approve Discharge of Maciej Lopinski Mgmt For For (Supervisory Board Member)
16.9 Approve Discharge of Alojzy Nowak Mgmt For For (Supervisory Board Member)
16.10 Approve Discharge of Robert Snitko Mgmt For For (Supervisory Board Member)
16.11 Approve Discharge of Maciej Zaborowski Mgmt For For (Supervisory Board Member)
17 Elect Supervisory Board Member Mgmt For Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
18 Amend Statute Mgmt For Against
Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
19 Approve Investment in Securities Guaranteed by Mgmt For Against State Treasury Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Shareholder Proposals Mgmt
20 Amend Feb. 8, 2017, EGM Resolution 4/2017 SH None Against Re: Remuneration Policy for Management 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.
21 Amend Feb. 8, 2017, EGM Resolution 5/2017 SH None Against Re: Remuneration Policy for Supervisory Board Members Voter Rationale: Proponents should provide sufficient information on directors' fees to enable shareholders to cast an informed vote. Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Management Proposals Mgmt
22 Close Meeting Mgmt
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PT Bank Rakyat Indonesia (Persero) Tbk
Meeting Date: 05/15/2019 Country: Indonesia Meeting Type: Annual Ticker: BBRI
Primary ISIN: ID1000118201 Primary SEDOL: 6709099
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements, Statutory Reports, Mgmt For For and Report of the Partnership and Community Development Program (PCDP) and Discharge of Directors and Commissioners
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Approve Allocation of Income Mgmt For Against
Voter Rationale: Companies should ensure that shareholders are provided with sufficient information regarding income allocation and dividends to enable informed decisions.
3 Approve Remuneration of Directors and Mgmt For Against Commissioners Voter Rationale: Companies should provide clear disclosure of compensation to the commissioners and board of directors and ensure that remuneration is commensurate with their roles and market rates.
4 Appoint Auditors of the Company and the Mgmt For For Partnership and Community Development Program (PCDP)
5 Approve Changes in Board of Company Mgmt For Against
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
PT Semen Indonesia (Persero) Tbk
Meeting Date: 05/22/2019 Country: Indonesia Meeting Type: Annual Ticker: SMGR
Primary ISIN: ID1000106800 Primary SEDOL: 6795236
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Financial Statements, Statutory Mgmt For For Reports, and Discharge of Directors and Commissioners Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
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PT Semen Indonesia (Persero) Tbk
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Annual Report of the Partnership and Mgmt For For Community Development Program (PCDP)and Discharge of Directors and Commissioners Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
3 Approve Allocation of Income Mgmt For Against
Voter Rationale: Companies should ensure that shareholders are provided with sufficient information regarding income allocation and dividends to enable informed decisions.
4 Approve Remuneration and Tantiem of Directors Mgmt For Against and Commissioners Voter Rationale: Companies should provide clear disclosure of compensation to the commissioners and board of directors and ensure that remuneration is commensurate with their roles and market rates.
5 Appoint Auditors of the Company and the Mgmt For For Partnership and Community Development Program (PCDP)
6 Amend Articles of Association Mgmt For Against
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
7 Approve Changes in Board of Company Mgmt For For
PT Surya Citra Media Tbk
Meeting Date: 05/16/2019 Country: Indonesia Meeting Type: Annual Ticker: SCMA
Primary ISIN: ID1000125305 Primary SEDOL: B8HWJY1
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Financial Statements, Statutory Mgmt For For Reports, and Discharge of Directors and Commissioners Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Approve Allocation of Income Mgmt For Against
Voter Rationale: Companies should ensure that shareholders are provided with sufficient information regarding income allocation and dividends to enable informed decisions.
3 Approve Remuneration of Directors and Mgmt For Against Commissioners Voter Rationale: Companies should provide clear disclosure of compensation to the commissioners and board of directors and ensure that remuneration is commensurate with their roles and market rates.
4 Approve Auditors Mgmt For For
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PT Surya Citra Media Tbk
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Amend Article 3 of the Articles of Association Mgmt For Against
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
PT Surya Citra Media Tbk
Meeting Date: 05/16/2019 Country: Indonesia Meeting Type: Special Ticker: SCMA
Primary ISIN: ID1000125305 Primary SEDOL: B8HWJY1
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities without Preemptive Rights and Amend Articles of Association Voter Rationale: Part of the proceeds will be used for the acquisition of equity interests in VDC, KLY, and BVI. However, the company has not provided sufficient information on the terms of such acquisitions.
2 Approve Acquisition of Shares Mgmt For Against
Voter Rationale: A vote AGAINST this resolution is warranted given the lack of information to make an informed voting decision.
PT Telekomunikasi Indonesia Tbk
Meeting Date: 05/24/2019 Country: Indonesia Meeting Type: Annual Ticker: TLKM
Primary ISIN: ID1000129000 Primary SEDOL: BD4T6W7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Annual Report Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Approve Financial Statements, Report of the Mgmt For For Partnership and Community Development Program (PCDP) and Discharge of Directors and Commissioners Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
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PT Telekomunikasi Indonesia Tbk
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Allocation of Income Mgmt For Against
Voter Rationale: Companies should ensure that shareholders are provided with sufficient information regarding income allocation and dividends to enable informed decisions.
4 Approve Remuneration and Tantiem of Directors Mgmt For Against and Commissioners Voter Rationale: Companies should provide clear disclosure of compensation to the commissioners and board of directors and ensure that remuneration is commensurate with their roles and market rates.
5 Appoint Auditors of the Company and the Mgmt For For Partnership and Community Development Program (PCDP)
6 Amend Articles of Association Mgmt For Against
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
7 Approve Changes in Board of Company Mgmt For Against
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
PTT Public Co., Ltd.
Meeting Date: 04/11/2019 Country: Thailand Meeting Type: Annual Ticker: PTT
Primary ISIN: TH0646010Z00 Primary SEDOL: BD0BDH1
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Acknowledge Performance Statement and Mgmt For For Approve Financial Statements
2 Approve Allocation of Income and Dividend Mgmt For For Payment
3 Approve State Audit Office of the Kingdom of Mgmt For For Thailand as Auditors and Authorize Board to Fix Their Remuneration
4 Amend Articles of Association Mgmt For For
5 Approve Remuneration of Directors Mgmt For For
6.1 Elect Krairit Euchukanonchai as Director Mgmt For For
6.2 Elect Chumpol Rimsakorn as Director Mgmt For For
6.3 Elect Teerawat Boonyawat as Director Mgmt For For
6.4 Elect Supot Teachavorasinskun as Director Mgmt For For
6.5 Elect Don Wasantapruek as Director Mgmt For For
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PTT Public Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 Other Business Mgmt For Against
Voter Rationale: Any Other Business should not be a voting item.
Robinson Public Co. Ltd.
Meeting Date: 04/25/2019 Country: Thailand Meeting Type: Annual Ticker: ROBINS
Primary ISIN: TH0279010Y01 Primary SEDOL: BF13JT4
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Acknowledge Operating Results Mgmt
2 Approve Financial Statements Mgmt For For
3 Approve Allocation of Income and Dividend Mgmt For For Payment
4.1 Elect Sudhisak Chirathivat as Director Mgmt For Against
Voter Rationale: The board should include at least 33% independent directors to ensure appropriate balance of independence and objectivity. For companies without an independent chairman, the board should have at least 50% independent directors. Furthermore, for companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders.
4.2 Elect Sudhitham Chirathivat as Director Mgmt For Against
4.3 Elect Yuwadee Chirathivat as Director Mgmt For Against
4.4 Elect Yodhin Anavil as Director Mgmt For For
5 Approve Remuneration of Directors Mgmt For For
6 Approve KPMG Phoomchai Audit Co., Ltd. as Mgmt For For Auditors and Authorize Board to Fix Their Remuneration
RUMO SA
Meeting Date: 04/24/2019 Country: Brazil Meeting Type: Annual Ticker: RAIL3
Primary ISIN: BRRAILACNOR9 Primary SEDOL: BYXZ2W5
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RUMO SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2018 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.
2 Approve Allocation of Income Mgmt For For
3 Fix Number of Directors at 11 Mgmt For For
4 Approve Characterization of Independent Mgmt For Against Directors Voter Rationale: A vote AGAINST this item is recommended because:- The company has bundled this request, thus not allowing shareholders to vote on the independence classification of each candidate individually; and- There are concerns with the independence level of board members with tenure of 12-years or more years.
5 As an Ordinary Shareholder, Would You like to Mgmt None Abstain Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
6 Do You Wish to Adopt Cumulative Voting for the Mgmt None Abstain Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law? Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
7.1 Elect Rubens Ometto Silveira Mello as Director 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.
7.2 Elect Marcos Marinho Lutz as Director Mgmt For Against
7.3 Elect Marcelo de Souza Scarcela Portela as Mgmt For For Director
7.4 Elect Abel Gregorei Halpern as Director Mgmt For For
7.5 Elect Marcelo Eduardo Martins as Director Mgmt For For
7.6 Elect Sameh Fahmy as Director Mgmt For For
7.7 Elect Burkhard Otto Cordes as Director Mgmt For For
7.8 Elect Julio Fontana Neto as Director Mgmt For For
7.9 Elect Mailson Ferreira da Nobrega as Director Mgmt For Against
7.10 Elect Riccardo Arduini as Director and Giancarlo Mgmt For For Arduini as Alternate
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RUMO SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7.11 Elect Marcos Sawaya Junk as Director Mgmt For For
8 In Case Cumulative Voting Is Adopted, Do You Mgmt None Abstain Wish to Equally Distribute Your Votes Among the Nominees?
APPLICABLE ONLY IF CUMULATIVE VOTING IS Mgmt ADOPTED - If You Vote FOR on Item 8, Votes Will Be Automatically Distributed in Equal % Amongst All Nominees. If You Vote AGST, Contact Your Client Service Rep to Disproportionately Allocate % of Votes
9.1 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Rubens Ometto Silveira Mello as Director
9.2 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Marcos Marinho Lutz as Director
9.3 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Marcelo de Souza Scarcela Portela as Director
9.4 Percentage of Votes to Be Assigned - Elect Abel Mgmt None Abstain Gregorei Halpern as Director
9.5 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Marcelo Eduardo Martins as Director
9.6 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Sameh Fahmy as Director
9.7 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Burkhard Otto Cordes as Director
9.8 Percentage of Votes to Be Assigned - Elect Julio Mgmt None Abstain Fontana Neto as Director
9.9 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Mailson Ferreira da Nobrega as Director
9.10 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Riccardo Arduini as Director and Giancarlo Arduini as Alternate
9.11 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Marcos Sawaya Junk as Director
10 Elect Rubens Ometto Silveira Mello as Board Mgmt For For Chairman and Marcos Marinho Lutz as Vice-Chairman 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.
11 Fix Number of Fiscal Council Members at Five Mgmt For For
12.1 Elect Luiz Carlos Nannini as Fiscal Council Mgmt For Abstain Member and Henrique Ache Pillar as Alternate Voter Rationale: An ABSTAIN vote recommendation is warranted for management's fiscal council nominees, to allow minority shareholders to concentrate their votes on the election of a minority fiscal council candidates, as further discussed under Items 13.1 and 13.2 of this meeting agenda.
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RUMO SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
12.2 Elect Marcelo Curti as Fiscal Council Member Mgmt For Abstain and Joao Marcelo Peixoto Torres as Alternate
12.3 Elect Francisco Silverio Morales Cespede as Mgmt For Abstain Fiscal Council Member and Helio Ribeiro Duarte as Alternate
12.4 Elect Cristina Anne Betts as Fiscal Council Mgmt For Abstain Member and Guido Barbosa de Oliveira as Alternate
13.1 Elect Thiago Costa Jacinto as Fiscal Council SH None Abstain Member and Henrique Bredda as Alternate Appointed by Minority Shareholder Voter Rationale: Minority shareholders have appointed two sets of competing nominees for the single fiscal council seat (and alternate) reserved for ordinary minority shareholders.While all candidates appear to be well-qualified to serve as the fiscal council minority shareholder representatives, nominees Reginaldo Ferreira Alexandre and Walter Luis Bernardes Albertoni (alternate), would likely bring greater experience, independence, and minority representation to the company's fiscal council. In addition, it does not appear that the minority nominees did not have any relationship with the company's controlling shareholders in recent years. As such a vote FOR Item 13.2 is warranted. As minority shareholders can only elect a single fiscal council nominee and alternate, an ABSTAIN recommendation is warranted for Item 13.1. This recommendation, however, should not be interpreted as a negative assessment of the experience or qualifications of the competing minority nominees Thiago Costa Jacinto and Jose Mauricio D'isep Costa (alternate).Institutional shareholders should provide explicit voting instructions if they seek to elect a specific candidate.
13.2 Elect Reginaldo Ferreira Alexandre as Fiscal SH None For Council Member and Walter Luis Bernardes Albertoni as Alternate Appointed by Minority Shareholder
14 Appoint Luiz Carlos Nannini as Fiscal Council Mgmt For For Chairman
15 Approve Remuneration of Company's Mgmt For For Management
16 Approve Remuneration of Fiscal Council Mgmt For For Members
17 In the Event of a Second Call, the Voting Mgmt None For Instructions Contained in this Remote Voting Card May Also be Considered for the Second Call?
Sanlam Ltd.
Meeting Date: 06/05/2019 Country: South Africa Meeting Type: Annual Ticker: SLM
Primary ISIN: ZAE000070660 Primary SEDOL: B0L6750
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports for Year Ended 31 December 2018
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Sanlam Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Reappoint Ernst & Young Incorporated as Mgmt For For Auditors of the Company and Appoint C du Toit as the Individual and Designated 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.
3.1 Elect Shirley Zinn as Director Mgmt For For
4.1 Re-elect Patrice Motsepe 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 remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, 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.
4.2 Re-elect Karabo Nondumo as Director Mgmt For For
4.3 Re-elect Chris Swanepoel as Director Mgmt For For
4.4 Re-elect Anton Botha as Director Mgmt For Against
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
4.5 Re-elect Sipho Nkosi 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 remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
5.1 Re-elect Ian Kirk as Director Mgmt For For
6.1 Re-elect Anton Botha as Member of the Audit Mgmt For Against Committee Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
6.2 Re-elect Paul Hanratty as Member of the Audit Mgmt For For Committee
6.3 Re-elect Mathukana Mokoka as Member of the Mgmt For For Audit Committee
6.4 Re-elect Karabo Nondumo as Member of the Mgmt For For Audit Committee
7.1 Approve Remuneration Policy Mgmt For For
7.2 Approve Remuneration Implementation Report Mgmt For For
8 Approve Remuneration of Executive Directors Mgmt For For and Non-executive Directors for the Financial Year Ended 31 December 2018
9 Place Authorised but Unissued Shares under Mgmt For For Control of Directors
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Sanlam Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
10 Authorise Board to Issue Shares for Cash Mgmt For For
11 Authorise Ratification of Approved Resolutions Mgmt For For
A Approve Remuneration of Non-executive Mgmt For For Directors for the Period 1 July 2019 until 30 June 2020
B Approve Financial Assistance in Terms of Mgmt For For Section 44 of the Companies Act
C Approve Financial Assistance in Terms of Mgmt For For Section 45 of the Companies Act
D Authorise Repurchase of Issued Share Capital Mgmt For For
E Amend Trust Deed of the Sanlam Limited Share Mgmt For For Incentive Trust
Sberbank Russia OJSC
Meeting Date: 05/24/2019 Country: Russia Meeting Type: Annual Ticker: SBER
Primary ISIN: RU0009029540 Primary SEDOL: 4767981
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Approve Annual Report Mgmt For For
2 Approve Financial Statements Mgmt For For
3 Approve Allocation of Income and Dividends of Mgmt For For RUB 16 per Share
4 Ratify PricewaterhouseCoopers as Auditor Mgmt For Against
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.
Elect 14 Directors by Cumulative Voting Mgmt
5.1 Elect Esko Tapani Aho as Director Mgmt None For
5.2 Elect Leonid Boguslavsky as Director Mgmt None For
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Sberbank Russia OJSC
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5.3 Elect Valery Goreglyad as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.In addition, 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 nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
5.4 Elect Herman Gref as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
5.5 Elect Bella Zlatkis as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
5.6 Elect Nadezhda Ivanova as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
5.7 Elect Sergey Ignatyev as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.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.
5.8 Elect Nikolay Kudryavtsev as Director Mgmt None For
5.9 Elect Alexander Kuleshov as Director Mgmt None For
5.10 Elect Gennady Melikyan as Director Mgmt None For
5.11 Elect Maksim Oreshkin as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
5.12 Elect Olga Skorobogatova as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
5.13 Elect Nadia Wells as Director Mgmt None For
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Sberbank Russia OJSC
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5.14 Elect Sergey Shvetsov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
6.1 Elect Herman Gref as CEO Mgmt For For
7 Approve New Edition of Charter Mgmt For Against
Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
8 Approve New Edition of Regulations on Mgmt For Against Supervisory Board Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
9 Approve New Edition of Regulations on Mgmt For Against Management Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
Elect Seven Members of Audit Commission Mgmt
10.1 Elect Alexey Bogatov as Member of Audit Mgmt For For Commission
10.2 Elect Natalya Borodina as Member of Audit Mgmt For For Commission
10.3 Elect Maria Voloshina as Member of Audit Mgmt For For Commission
10.4 Elect Tatyana Domanskaya as Member of Audit Mgmt For For Commission
10.5 Elect Yulia Isakhanova as Member of Audit Mgmt For For Commission
10.6 Elect Irina Litvinova as Member of Audit Mgmt For For Commission
10.7 Elect Alexey Minenko as Member of Audit Mgmt For For Commission
SBM Offshore NV
Meeting Date: 04/10/2019 Country: Netherlands Meeting Type: Annual Ticker: SBMO
Primary ISIN: NL0000360618 Primary SEDOL: B156T57
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Annual Meeting Agenda Mgmt
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SBM Offshore NV
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Open Meeting Mgmt
2 Receive Report of Management Board Mgmt (Non-Voting)
3 Receive Report of Supervisory Board Mgmt (Non-Voting)
4 Discuss Remuneration Report Mgmt
5.1 Receive Information by PricewaterhouseCoopers Mgmt
5.2 Adopt Financial Statements Mgmt For For
5.3 Approve Dividends of USD 0.37 Per Share Mgmt For For
5.4 Amend Dividend Policy Mgmt
6.1 Approve Discharge of Management Board Mgmt For For
6.2 Approve Discharge of Supervisory Board Mgmt For Against
Voter Rationale: A vote AGAINST the discharge of the supervisory board is warranted because:- The supervisory board decided to additionally reward the executives for settling legacy bribery and corruptions cases (total settlement costs over the years of USD 825 million);- The supervisory board used its discretionary authority to adjust the outcome of the STI without a compelling rationale;- The supervisory board failed to explain why the STI outcome is considered unfair or inadequate.Although we acknowledge that removing uncertainties regarding potential fines and litigations means a positive outlook for the company, we however believe it is inappropriate to reward executives for reaching settlements on cases that involved criminal wrongdoing (corruption and bribery).
7 Discussion on Company's Corporate Governance Mgmt Structure
8.1 Grant Board Authority to Issue Shares Up to 10 Mgmt For For Percent of Issued Capital
8.2 Authorize Board to Exclude Preemptive Rights Mgmt For For from Share Issuances
9.1 Authorize Repurchase of Up to 10 Percent of Mgmt For For Issued Share Capital
9.2 Approve Cancellation of Repurchased Shares Mgmt For For
10.1 Reelect P.C. Barril to Management Board Mgmt For For
10.2 Reelect E. Lagendijk to Management Board Mgmt For For
11.1 Reelect L.B.L.E Mulliez to Supervisory Board Mgmt For For
11.2 Reelect C.D. Richard to Supervisory Board Mgmt For For
11.3 Reelect S. Hepkema to Supervisory Board 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.
12 Allow Questions Mgmt
13 Close Meeting Mgmt
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Shandong Weigao Group Medical Polymer Co. Ltd.
Meeting Date: 04/29/2019 Country: China Meeting Type: Special Ticker: 1066
Primary ISIN: CNE100000171 Primary SEDOL: 6742340
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Amendments to Articles of Association Mgmt For For to Expand Business Scope
Shimao Property Holdings Limited
Meeting Date: 06/18/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 813
Primary ISIN: KYG810431042 Primary SEDOL: B16YNS1
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3.1 Elect Hui Sai Tan, Jason as Director Mgmt For For
3.2 Elect Tang Fei as Director Mgmt For For
3.3 Elect Liu Sai Fei as Director Mgmt For Against
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
3.4 Authorize Board to Fix Remuneration of Mgmt For For Directors
4 Approve PricewaterhouseCoopers as Auditor Mgmt For For and Authorize 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.
5 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
6 Authorize Repurchase of Issued Share Capital Mgmt For For
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Shimao Property Holdings Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
Sinopec Shanghai Petrochemical Company Limited
Meeting Date: 06/20/2019 Country: China Meeting Type: Annual Ticker: 338
Primary ISIN: CNE1000004C8 Primary SEDOL: 6797458
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
AGM BALLOT FOR HOLDERS OF H SHARES Mgmt
1 Approve 2018 Work Report of the Board of Mgmt For For Directors Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Approve 2018 Work Report of the Supervisory Mgmt For For Committee Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
3 Approve 2018 Audited Financial Statements Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
4 Approve 2018 Profit Distribution Plan Mgmt For For
5 Approve 2019 Financial Budget Report Mgmt For For
6 Approve PricewaterhouseCoopers Zhong Tian Mgmt For For LLP (Special General Partnership) as Domestic Auditors and PricewaterhouseCoopers as International Auditors and Authorize Board to Fix Their Remuneration
Sinotruk (Hong Kong) Limited
Meeting Date: 06/26/2019 Country: Hong Kong Meeting Type: Annual Ticker: 3808
Primary ISIN: HK3808041546 Primary SEDOL: B296ZH4
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Sinotruk (Hong Kong) Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 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.
2 Approve Final Dividend Mgmt For For
3A Elect Cai Dong as Director 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.
3B Elect Dai Lixin as Director Mgmt For For
3C Elect Sun Chenglong as Director Mgmt For For
3D Elect Jörg Mommertz as Director Mgmt For For
3E Elect Andreas Hermann Renschler as Director Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
3F Elect Joachim Gerhard Drees 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.
3G Elect Jiang Kui 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.
3H Elect Annette Danielski as Director Mgmt For For
3I Elect Lin Zhijun 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.
3J Elect Zhao Hang as Director Mgmt For For
3K Authorize Board to Fix Remuneration of Mgmt For For Directors
4 Approve PricewaterhouseCoopers as Auditor Mgmt For For and Authorize Board to Fix Their Remuneration
5A Elect Lyu Shousheng as Director Mgmt For For
5B Authorize Board to Fix Remuneration of Lyu Mgmt For For Shousheng
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SJM Holdings Limited
Meeting Date: 06/11/2019 Country: Hong Kong Meeting Type: Annual Ticker: 880
Primary ISIN: HK0880043028 Primary SEDOL: B2NR3Y6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3.1 Elect Ng Chi Sing as Director Mgmt For For
3.2 Elect Chau Tak Hay as Director Mgmt For For
4 Elect Tsang On Yip, Patrick 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.
5 Elect Wong Yu Pok, Marina as Director Mgmt For For
6 Authorize Board to Fix Remuneration of Mgmt For For Directors
7 Approve Deloitte Touche Tohmatsu as Auditor Mgmt For For and Authorize Board to Fix Their Remuneration
8 Approve Grant of Options Under the Share Mgmt For Against Option Scheme 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, 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. Lastly, 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.
9 Authorize Repurchase of Issued Share Capital Mgmt For For
Sociedad Quimica y Minera de Chile SA
Meeting Date: 04/25/2019 Country: Chile Meeting Type: Annual Ticker: SQM.B
Primary ISIN: CLP8716X1082 Primary SEDOL: 2718301
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
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Sociedad Quimica y Minera de Chile SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Appoint Auditors, Account Inspectors and Risk Mgmt For For Assessment Companies
3 Approve Report Regarding Related-Party Mgmt For For Transactions
4 Approve Investment and Financing Policy Mgmt For For
5 Approve Allocation of Income and Dividends Mgmt For For
6 Approve Dividend Policy Mgmt For For
7 Approve Report on Board's Expenses Mgmt For For
Vote for Item 8A or Item 8B only; If You Vote Mgmt for Both Items 8A and 8B then the Ballot on this Resolution will not Count
8A Elect Directors Mgmt For Abstain
Voter Rationale: An ABSTAIN vote is warranted for this bundled election proposal to allow shareholders to support the independent nominee presented by class B holders under Item 8B of this meeting agenda.
8B Elect Laurence Golborne as Director Mgmt For For Representing Series B Shareholders
9 Approve Remuneration of Directors Mgmt For Against
Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
10 Receive Matters Related to Directors' Mgmt For For Committee, Audit Committee, Corporate Governance Committee and Health, Safety and Environmental Committee
11 Other Business Mgmt For Against
Voter Rationale: Any Other Business should not be a voting item.
Standard Bank Group Ltd.
Meeting Date: 05/30/2019 Country: South Africa Meeting Type: Annual Ticker: SBK
Primary ISIN: ZAE000109815 Primary SEDOL: B030GJ7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Management Proposals Mgmt
1 Accept Financial Statements and Statutory Mgmt For For Reports for the Year Ended 31 December 2018
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Standard Bank Group Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Re-elect Geraldine Fraser-Moleketi as Director Mgmt For For
2.2 Re-elect Martin Oduor-Otieno as Director Mgmt For For
2.3 Re-elect Andre Parker as Director Mgmt For For
2.4 Re-elect Myles Ruck as Director Mgmt For Against
Voter Rationale: The nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
2.5 Re-elect Peter Sullivan as Director Mgmt For For
3.1 Reappoint KPMG Inc as Auditors of the Mgmt For For Company 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.
3.2 Reappoint PricewaterhouseCoopers Inc as Mgmt For For Auditors of the Company 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.
4 Place Authorised but Unissued Ordinary Shares Mgmt For For under Control of Directors
5 Place Authorised but Unissued Non-redeemable Mgmt For For Preference Shares under Control of Directors
6.1 Approve Remuneration Policy Mgmt For For
6.2 Approve Implementation Report Mgmt For For
7 Authorise Repurchase of Issued Ordinary Share Mgmt For For Capital
8 Authorise Repurchase of Issued Preference Mgmt For For Share Capital
9 Approve Financial Assistance in Terms of Mgmt For For Section 45 of the Companies Act
Shareholder Proposals Mgmt
10.1 Report to Shareholders on the Company's SH Against Against Assessment of Greenhouse Gas Emissions Resulting from its Financing Portfolio
10.2 Adopt and Publicly Disclose a Policy on Lending SH Against For to Coal-fired Power Projects and Coal Mining Operations Voter Rationale: Item 10.1A vote AGAINST this proposal is warranted:* The Company's GHG disclosures do not lag typical market practice; and* Measuring and reporting the carbon footprint of a loan portfolio is not yet an industry standard, and the timeline to report on this potentially complex issue is short.Item 10.2A vote FOR this proposal is warranted:* Whilst the Company has now publicly disclosed a policy on lending to coal-fired power projects, there is no apparent disclosure of its policy on the Bank's wider lending to coal mining operations. This information could be of benefit to shareholders.
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Sunac China Holdings Ltd.
Meeting Date: 06/04/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 1918
Primary ISIN: KYG8569A1067 Primary SEDOL: B4XRPN3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3A1 Elect Tian Qiang as Director Mgmt For For
3A2 Elect Huang Shuping as Director Mgmt For For
3A3 Elect Li Qin as Director Mgmt For For
3A4 Elect Ma Lishan as Director Mgmt For For
3B Authorize Board to Fix Remuneration of Mgmt For For Directors
4 Approve PricewaterhouseCoopers as Auditors Mgmt For For and Authorize Board to Fix Their Remuneration
5A Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
5B Authorize Repurchase of Issued Share Capital Mgmt For For
5C Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
Sunny Optical Technology (Group) Company Limited
Meeting Date: 05/28/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 2382
Primary ISIN: KYG8586D1097 Primary SEDOL: B1YBT08
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
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Sunny Optical Technology (Group) Company Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3a Elect Sun Yang as Director Mgmt For For
3b Elect Zhang Yuqing as Director Mgmt For For
3c Elect Shao Yang Dong as Director Mgmt For For
3d Authorize Board to Fix Remuneration of Mgmt For For Directors
4 Approve Deloitte Touche Tohmatsu as External Mgmt For For Auditor and Authorize Board to Fix Their Remuneration 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.
5 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
6 Authorize Repurchase of Issued Share Capital Mgmt For For
7 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
Taiwan Semiconductor Manufacturing Co., Ltd.
Meeting Date: 06/05/2019 Country: Taiwan Meeting Type: Annual Ticker: 2330
Primary ISIN: TW0002330008 Primary SEDOL: 6889106
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Business Operations Report and Mgmt For For Financial Statements
2 Approve Plan on Profit Distribution Mgmt For For
3 Approve Amendments to Articles of Association Mgmt For For
4 Approve Amendments to Trading Procedures Mgmt For For Governing Derivatives Products and Procedures Governing the Acquisition or Disposal of Assets
ELECT INDEPENDENT DIRECTOR VIA Mgmt CUMULATIVE VOTING
5.1 Elect Moshe N. Gavrielov with ID No. Mgmt For For 505930XXX as Independent Director
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Tatneft PJSC
Meeting Date: 06/21/2019 Country: Russia Meeting Type: Annual Ticker: TATN
Primary ISIN: RU0009033591 Primary SEDOL: B59BXN2
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Approve Annual Report Mgmt For For
2 Approve Financial Statements Mgmt For For
3 Approve Allocation of Income and Dividends Mgmt For For
Elect 14 Directors by Cumulative Voting Mgmt
4.1 Elect Radik Gaizatullin as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. Additionally, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
4.2 Elect Laszlo Gerecs as Director Mgmt None For
4.3 Elect Iurii Levin as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. Additionally, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
4.4 Elect Nail Maganov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. Additionally, 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.
4.5 Elect Renat Muslimov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
4.6 Elect Rafail Nurmukhametov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
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Tatneft PJSC
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.7 Elect Rinat Sabirov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
4.8 Elect Valerii Sorokin as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
4.9 Elect Nurislam Siubaev as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
4.10 Elect Shafagat Takhautdinov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
4.11 Elect Rustam Khalimov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
4.12 Elect Azat Khamaev as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
4.13 Elect Rais Khisamov as Director Mgmt None Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.
4.14 Elect Rene Steiner as Director Mgmt None For
Elect Members of Audit Commission Mgmt
5.1 Elect Kseniia Borzunova as Member of Audit Mgmt For For Commission
5.2 Elect Azat Galeev as Member of Audit Mgmt For For Commission
5.3 Elect Guzal Gilfanova as Member of Audit Mgmt For For Commission
5.4 Elect Salavat Zaliaev as Member of Audit Mgmt For For Commission
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Tatneft PJSC
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5.5 Elect Venera Kuzmina as Member of Audit Mgmt For For Commission
5.6 Elect Liliia Rakhimzianova as Member of Audit Mgmt For For Commission
5.7 Elect Nazilia Farkhutdinova as Member of Audit Mgmt For For Commission
5.8 Elect Ravil Sharifullin as Member of Audit Mgmt For For Commission
6 Ratify PricewaterhouseCoopers Audit as Auditor Mgmt For For
7 Approve New Edition of Charter Mgmt For For
8 Approve New Edition of Regulations on General Mgmt For For Meetings
9 Approve New Edition of Regulations on Board of Mgmt For For Directors
10 Approve New Edition of Regulations on CEO Mgmt For For
11 Approve New Edition of Regulations on Mgmt For For Management
12 Approve New Edition of Regulations on Audit Mgmt For For Commission
Tencent Holdings Limited
Meeting Date: 05/15/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 700
Primary ISIN: KYG875721634 Primary SEDOL: BMMV2K8
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3a Elect Jacobus Petrus (Koos) Bekker as Director Mgmt For For
3b Elect Ian Charles Stone as Director Mgmt For For
3c Authorize Board to Fix Remuneration of Mgmt For For Directors
4 Approve PricewaterhouseCoopers as Auditor Mgmt For For and Authorize Board to Fix Their Remuneration
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Tencent Holdings Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
6 Authorize Repurchase of Issued Share Capital Mgmt For For
7 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
Tencent Holdings Limited
Meeting Date: 05/15/2019 Country: Cayman Islands Meeting Type: Special Ticker: 700
Primary ISIN: KYG875721634 Primary SEDOL: BMMV2K8
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Refreshment of Scheme Mandate Limit Mgmt For Against Under the Share Option Scheme Voter Rationale: We consider the limit under the proposed scheme (10%) to be too high. In these cases, we would prefer limits are closer to 5%. Furthermore, we are missing disclosure of challenging performance conditions and meaningful vesting periods that reward executives for enhancing shareholder value over time,
Thai Oil Public Co. Ltd.
Meeting Date: 04/10/2019 Country: Thailand Meeting Type: Annual Ticker: TOP
Primary ISIN: TH0796010005 Primary SEDOL: B0300P1
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Acknowledge Operating Results and Approve Mgmt For For Financial Statements
2 Approve Dividend Payment Mgmt For For
3 Approve Remuneration of Directors Mgmt For Against
Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
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Thai Oil Public Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Approve PricewaterhouseCoopers ABAS Ltd. as Mgmt For For Auditors and Authorize Board to Fix Their Remuneration
5.1 Elect Auttapol Rerkpiboon as Director Mgmt For Against
Voter Rationale: For companies without an independent chairman, the board should include at least 50% independent directors to ensure appropriate balance of independence and objectivity.
5.2 Elect Kukiat Srinaka as Director Mgmt For For
5.3 Elect Duangporn Thiengwatanatham as Director Mgmt For Against
Voter Rationale: For companies without an independent chairman, the board should include at least 50% independent directors to ensure appropriate balance of independence and objectivity.
5.4 Elect Kanit Si as Director Mgmt For Against
Voter Rationale: For companies without an independent chairman, the board should include at least 50% independent directors to ensure appropriate balance of independence and objectivity.
5.5 Elect Preecha Pocatanawat as Director Mgmt For Against
Voter Rationale: For companies without an independent chairman, the board should include at least 50% independent directors to ensure appropriate balance of independence and objectivity.
6 Approve Disposal of Assets to Transfer Mgmt For For Ownership in Energy Recovery Unit (ERU)
7 Other Business Mgmt For Against
Voter Rationale: Any Other Business should not be a voting item.
Tullow Oil Plc
Meeting Date: 04/25/2019 Country: United Kingdom Meeting Type: Annual Ticker: TLW
Primary ISIN: GB0001500809 Primary SEDOL: 0150080
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3 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. IN the existing scheme we consider it appropriate for there to be additional stretch in the performance targets, especially given the size of potential award.
4 Re-elect Michael Daly as Director Mgmt For For
5 Re-elect Steve Lucas as Director Mgmt For For
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Tullow Oil Plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Re-elect Angus McCoss as Director Mgmt For For
7 Re-elect Paul McDade as Director Mgmt For For
8 Elect Dorothy Thompson as Director Mgmt For For
9 Re-elect Jeremy Wilson as Director Mgmt For Against
Voter Rationale: Due to ongoing concerns regarding the competence of the remuneration committee chairman we are not inclined to support their re-election to the board.
10 Re-elect Les Wood as Director Mgmt For For
11 Reappoint Deloitte LLP as Auditors Mgmt For For
12 Authorise the Audit Committee to Fix Mgmt For For Remuneration of Auditors
13 Authorise Issue of Equity Mgmt For For
14 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
15 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice
16 Authorise Market Purchase of Ordinary Shares Mgmt For For
Turk Hava Yollari AO
Meeting Date: 06/28/2019 Country: Turkey Meeting Type: Annual Ticker: THYAO
Primary ISIN: TRATHYAO91M5 Primary SEDOL: B03MYK0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Annual Meeting Agenda Mgmt
1 Open Meeting and Elect Presiding Council of Mgmt For For Meeting
2 Accept Board Report Mgmt For For
3 Accept Audit Report Mgmt For For
4 Accept Financial Statements Mgmt For For
5 Approve Discharge of Board Mgmt For For
6 Approve Allocation of Income Mgmt For For
7 Approve Director Remuneration Mgmt For Against
Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote.
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Turk Hava Yollari AO
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
8 Ratify Director Appointments Mgmt For Against
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. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
9 Elect Directors Mgmt For Against
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. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
10 Ratify External Auditors Mgmt For Against
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
11 Receive Information on Guarantees, Pledges Mgmt and Mortgages Provided to Third Parties
12 Approve Upper Limit of Donations for 2019 and Mgmt For Against Receive Information on Donations Made in 2018
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
13 Wishes Mgmt
TURKCELL Iletisim Hizmetleri AS
Meeting Date: 05/31/2019 Country: Turkey Meeting Type: Annual Ticker: TCELL
Primary ISIN: TRATCELL91M1 Primary SEDOL: B03MYN3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Open Meeting and Elect Presiding Council of Mgmt Meeting
2 Authorize Presiding Council to Sign Minutes of Mgmt For For Meeting
3 Accept Board Report Mgmt
4 Accept Audit Report Mgmt
5 Accept Financial Statements Mgmt For For
6 Approve Discharge of Board Mgmt For For
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TURKCELL Iletisim Hizmetleri AS
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 Approve Upper Limit of Donations for 2019 and Mgmt For Against Receive Information on Donations Made in 2018
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
8 Amend Company Articles Mgmt For For
9 Ratify Director Appointments and Elect Directors Mgmt For Against
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.
10 Approve Director Remuneration Mgmt For Against
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
11 Ratify External Auditors Mgmt For Against
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
12 Approve Allocation of Income Mgmt For For
13 Grant Permission for Board Members to Engage Mgmt For For in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose
14 Receive Information on Guarantees, Pledges Mgmt and Mortgages Provided to Third Parties
15 Close Meeting Mgmt
UPL Limited
Meeting Date: 06/21/2019 Country: India Meeting Type: Special Ticker: 512070
Primary ISIN: INE628A01036 Primary SEDOL: B0L0W35
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Issuance of Bonus Shares Mgmt For For
Vale SA
Meeting Date: 04/30/2019 Country: Brazil Meeting Type: Annual/Special Ticker: VALE3
Primary ISIN: BRVALEACNOR0 Primary SEDOL: 2196286
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Vale SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
Special Meeting Agenda Mgmt
1 Amend Articles Mgmt For For
Annual Meeting Agenda Mgmt
1 Accept Financial Statements and Statutory Mgmt For Against Reports for Fiscal Year Ended Dec. 31, 2018 Voter Rationale: A vote AGAINST this item is warranted.The Brazilian Corporate Law (article 134, paragraph 3) establishes that the approval, without reservations, of the company's financial statements and management accounts presented under this resolution exempts the company's officers and members of its audit committee from liabilities. As such, in light of the material concerns regarding the potential breach of fiduciary duties of company's administrators in the context of the collapse of the Brumadinho dam and the killing of approximately 300 people (between confirmed dead and still missing), as well as the ongoing criminal, civil, and administrative investigations carried out by Brazilian authorities, support for this proposal is not recommended at this time.
2 Approve Capital Budget and Allocation of Mgmt For For Income 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.
27 Do You Wish to Adopt Cumulative Voting for the Mgmt None For Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?
28 Elect Directors Mgmt For Against
Voter Rationale: We voted against due to the governance concerns regarding the composition of the management slate and the fact that minority shareholders have indicated their intention to elect board nominees under the cumulative voting process, as further analyzed in this report
29 In Case There is Any Change to the Board Slate Mgmt None Against Composition, May Your Votes Still be Counted for the Proposed Slate? Voter Rationale: We voted against because potential changes in the board slate composition can impact the board's independence level in a way that cannot be anticipated by shareholders at this time. As such, due to the lack of timely disclosure, international institutional investors are prevented from making an informed voting decision.
30 In Case Cumulative Voting Is Adopted, Do You Mgmt None Abstain Wish to Equally Distribute Your Votes Among the Nominees?
APPLICABLE ONLY IF CUMULATIVE VOTING IS Mgmt ADOPTED - If You Vote FOR on Item 29, Votes Will Be Automatically Distributed in Equal % Amongst All Nominees. If You Vote AGST, Contact Your Client Service Rep to Disproportionately Allocate % of Votes
31.1 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Marcio Hamilton Ferreira as Director and Gilmar Dalilo Cezar Wanderley as Alternate
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Vale SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
31.2 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Marcel Juviniano Barros as Director and Marcia Fragoso Soares as Alternate
31.3 Percentage of Votes to Be Assigned - Elect Jose Mgmt None Abstain Mauricio Pereira Coelho as Director and Arthur Prado Silva as Alternate
31.4 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Marcelo Augusto Dutra Labuto as Director and Ivan Luiz Modesto Schara as Alternate
31.5 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Oscar Augusto de Camargo Filho as Director and Yoshitomo Nishimitsu as Alternate
31.6 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Toshiya Asahi as Director and Hugo Serrado Stoffel as Alternate
31.7 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Fernando Jorge Buso Gomes as Director and Johan Albino Ribeiro as Alternate
31.8 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Eduardo de Oliveira Rodrigues Filho as Director and Respective Alternate
31.9 Percentage of Votes to Be Assigned - Elect Jose Mgmt None Abstain Luciano Duarte Penido as Director and Respective Alternate
31.10 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Sandra Maria Guerra de Azevedo as Director and Respective Alternate
31.11 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Isabella Saboya de Albuquerque as Director and Adriano Cives Seabra as Alternate
31.12 Percentage of Votes to Be Assigned - Elect Mgmt None Abstain Clarissa de Araujo Lins as Director and Respective Alternate
32 Elect Patricia Gracindo Marques de Assis Bentes SH None For and Marcelo Gasparino da Silva as Board Members Appointed by Minority Shareholder
33 In Case Cumulative Voting Is Adopted, Do You Mgmt None For Wish Distribute Your Full Position to the Above Nominee?
35 As an Ordinary Shareholder, Would You like to Mgmt None Abstain Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?
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Vale SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
36 In Case Neither Class of Shares Reaches the Mgmt None Abstain Minimum Quorum Required by the Brazilian Corporate Law to Elect a Board Representative in Separate Elections, Would You Like to Use Your Votes to Elect the Candidate with More Votes to Represent Both Classes?
37 Elect Fiscal Council Members Mgmt For Abstain
38 In Case One of the Nominees Leaves the Fiscal Mgmt None Against Council Slate Due to a Separate Minority Election, as Allowed Under Articles 161 and 240 of the Brazilian Corporate Law, May Your Votes Still Be Counted for the Proposed Slate?
Voter Rationale: We voted against because lack of timely disclosure prevents international institutional investors from making an informed voting decision.
39 Elect Raphael Manhaes Martins as Fiscal Council SH None For Member and Gaspar Carreira Junior as Alternate Appointed by Minority Shareholder
40 Approve Remuneration of Company's Mgmt For For Management and Fiscal Council
VEON Ltd.
Meeting Date: 06/18/2019 Country: Bermuda Meeting Type: Annual Ticker: VEON
Primary ISIN: US91822M1062 Primary SEDOL: BD4H632
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Ratify PricewaterhouseCoopers as Auditor Mgmt For For
2 Approve Increase in Size of Board from 11 to 12 Mgmt For For
If Item 2 is Not Passed: Elect 11 Directors by Mgmt Cumulative Voting
3.1 Elect Guillaume Bacuvier as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
3.2 Elect Osama Bedier as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
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VEON Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Ursula Burns as Director Mgmt None For
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
3.4 Elect Mikhail Fridman as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
3.5 Elect Gennady Gazin as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
3.6 Elect Andrei Gusev as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
3.7 Elect Gunnar Holt as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
3.8 Elect Sir Julian Horn-Smith as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
3.9 Elect Robert Jan van de Kraats as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
3.10 Elect Guy Laurence as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
3.11 Elect Alexander Pertsovsky as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
3.12 Elect Muhterem Kaan Terzioglu as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
If Item 2 is Passed: Elect 12 Directors by Mgmt Cumulative Voting
4.1 Elect Guillaume Bacuvier as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
4.2 Elect Osama Bedier as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
4.3 Elect Ursula Burns as Director Mgmt None For
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
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VEON Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.4 Elect Mikhail Fridman as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
4.5 Elect Gennady Gazin as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
4.6 Elect Andrei Gusev as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
4.7 Elect Gunnar Holt as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
4.8 Elect Sir Julian Horn-Smith as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
4.9 Elect Robert Jan van de Kraats as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
4.10 Elect Guy Laurence as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
4.11 Elect Alexander Pertsovsky as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
4.12 Elect Muhterem Kaan Terzioglu as Director Mgmt None Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
5 If you are holding less than 5% of the Mgmt None For Company's total issued and outstanding shares, vote FOR. Otherwise vote AGAINST. Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are unable to identify the independent nominees.
Vincom Retail Joint Stock Company
Meeting Date: 04/11/2019 Country: Vietnam Meeting Type: Annual Ticker: VRE
Primary ISIN: VN000000VRE6 Primary SEDOL: BZ0WW59
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Vincom Retail Joint Stock Company
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Report of Board of Directors Mgmt For For
2 Approve Report of Management on 2018 Mgmt For For Business Performance and 2019 Business Plan
3 Approve Report of Supervisory Board Mgmt For For
4 Approve 2018 Audited Financial Statements Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
5 Approve 2018 Appropriation Plan Mgmt For For
6 Approve Remuneration of Directors and Mgmt For For Supervisors
7 Other Business Mgmt For Against
Voter Rationale: Any Other Business should not be a voting item.
Vivo Energy Plc
Meeting Date: 05/07/2019 Country: United Kingdom Meeting Type: Annual Ticker: VVO
Primary ISIN: GB00BDGT2M75 Primary SEDOL: BDGT2M7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Remuneration Report Mgmt For For
3 Approve Remuneration Policy Mgmt For For
4 Approve Final Dividend Mgmt For For
5 Elect John Daly as Director Mgmt For For
6 Elect Christian Chammas as Director Mgmt For For
7 Elect Johan Depraetere as Director Mgmt For For
8 Elect Gawad Abaza as Director Mgmt For For
9 Elect Carol Arrowsmith as Director Mgmt For For
10 Elect Thembalihle Hixonia Nyasulu as Director Mgmt For For
11 Elect Christopher Rogers as Director Mgmt For For
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Vivo Energy Plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
12 Elect Javed Ahmed as Director Mgmt For For
13 Elect Temitope Lawani as Director Mgmt For For
14 Appoint PricewaterhouseCoopers LLP as Mgmt For For Auditors
15 Authorise the Audit and Risk Committee to Fix Mgmt For For Remuneration of Auditors
16 Authorise Issue of Equity Mgmt For For
17 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
18 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights in Connection with an Acquisition or Other Capital Investment
19 Authorise Market Purchase of Ordinary Shares Mgmt For For
20 Authorise EU Political Donations and Mgmt For For Expenditure
21 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice
Win Semiconductors Corp.
Meeting Date: 06/14/2019 Country: Taiwan Meeting Type: Annual Ticker: 3105
Primary ISIN: TW0003105003 Primary SEDOL: B56LHP5
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Business Report and Financial Mgmt For For Statements
2 Approve Profit Distribution Mgmt For For
3 Amend Articles of Association Mgmt For For
4 Amend Procedures Governing the Acquisition or Mgmt For Against Disposal of Assets Voter Rationale: A vote FOR Items 3 and 5 is warranted given that the amendments are mostly technical in nature and are based on operational needs.A vote AGAINST Item 4 is warranted because:* The proposed increase of caps in securities investment may expose the company to unnecessary risks; and* The company has failed to provide a compelling rationale for such changes.A vote AGAINST Item 6 is warranted because:* The proposed increase of caps in endorsement and guarantee provision may expose the company to unnecessary risks; and* The company has failed to provide a compelling rationale for such changes.
5 Amend Procedures for Lending Funds to Other Mgmt For For Parties
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Win Semiconductors Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Amend Procedures for Endorsement and Mgmt For Against Guarantees Voter Rationale: A vote FOR Items 3 and 5 is warranted given that the amendments are mostly technical in nature and are based on operational needs.A vote AGAINST Item 4 is warranted because:* The proposed increase of caps in securities investment may expose the company to unnecessary risks; and* The company has failed to provide a compelling rationale for such changes.A vote AGAINST Item 6 is warranted because:* The proposed increase of caps in endorsement and guarantee provision may expose the company to unnecessary risks; and* The company has failed to provide a compelling rationale for such changes.
ELECT NON-INDEPENDENT DIRECTORS AND Mgmt INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
7.1 Elect Chin-Tsai Chen (Dennis Chen) with Mgmt For For Shareholder No. 00000073, as Non-Independent Director Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders. In addition, 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.
7.2 Elect Su-Chang Hsieh, a Representative of Mgmt For For International Fiber Technology Co., Ltd. with Shareholder No. 00000001, as Non-Independent Director Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
7.3 Elect Li-Cheng Yeh with Shareholder No. Mgmt For For 00001435, as Non-Independent Director
7.4 Elect Yu-Chi Wang (YC Wang) with Shareholder Mgmt For For No. 00000153, as Non-Independent Director
7.5 Elect Wen-Ming Chang (William Chang) with Mgmt For For Shareholder No. 00003643, as Non-Independent Director
7.6 Elect Shun-Ping Chen (Steve Chen) with Mgmt For For Shareholder No. 00000074, as Non-Independent Director
7.7 Elect Chin-Shih Lin with ID No. A111215XXX as Mgmt For For Independent Director
7.8 Elect Shen-Yi Lee with Shareholder No. Mgmt For For 00002998 as Independent Director
7.9 Elect Hai-Ming Chen with Shareholder No. Mgmt For For 00081087 as Independent Director
8 Approve Release of Restrictions of Competitive Mgmt For For Activities of Directors
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X5 Retail Group NV
Meeting Date: 05/10/2019 Country: Netherlands Meeting Type: Annual Ticker: FIVE
Primary ISIN: US98387E2054 Primary SEDOL: B07T3T9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for GDR Holders Mgmt
1 Open Meeting Mgmt
2 Receive Report of Management Board Mgmt (Non-Voting)
3.A Discuss Remuneration Report Mgmt
3.B Receive Explanation on Company's Dividend Mgmt Policy
3.C Adopt Financial Statements and Statutory Mgmt For For Reports
3.D Approve Dividends of RUB 92.06 per Share Mgmt For For
4 Approve Discharge of Management Board Mgmt For For
5 Approve Discharge of Supervisory Board Mgmt For For
6.A Reelect Igor Shekhterman to Management Mgmt For For Board
6.B Reelect Frank Lhoest to Management Board Mgmt For For
6.C Elect Quinten Peer to Management Board Mgmt For For
7.A Reelect Stephan DuCharme to Supervisory Mgmt For For 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.
7.B Reelect Petr Demchenkov to Supervisory Board Mgmt For For
7.C Reelect Geoff King to Supervisory Board Mgmt For For
7.D Reelect Michael Kuchment to Supervisory Board Mgmt For For
7.E Elect Alexander Torbakhov to Supervisory Board Mgmt For For
8.A Approve Remuneration of Supervisory Board Mgmt For Against
Voter Rationale: A vote AGAINST is warranted because of the excessiveness on the remuneration of the supervisory board regarding this remuneration proposal.
8.B Approve Restricted Stock Grants to Supervisory Mgmt For For Board Members (Tranche 9)
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X5 Retail Group NV
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
8.C Approve Restricted Stock Grants to Supervisory Mgmt For Against Board Members (Tranche 10) Voter Rationale: A vote AGAINST is warranted because of the excessiveness on the remuneration of the supervisory board regarding this remuneration proposal.
9 Grant Board Authority to Issue Shares Up to 10 Mgmt For For Percent of Issued Capital
10 Authorize Board to Exclude Preemptive Rights Mgmt For For from Share Issuances
11 Authorize Repurchase of up to 10 Percent of Mgmt For For Issued Share Capital
12 Amend Articles of Association Mgmt For For
13 Appoint Ernst & Young as Auditors Mgmt For For
14 Close Meeting Mgmt
Yandex NV
Meeting Date: 06/27/2019 Country: Netherlands Meeting Type: Annual Ticker: YNDX
Primary ISIN: NL0009805522 Primary SEDOL: B5BSZB3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Annual Meeting Agenda Mgmt
1 Approve to Extend the Period for Preparing the Mgmt For For Annual Account for the Financial Year 2018
2 Adopt Financial Statements and Statutory Mgmt For For Reports
3 Approve Discharge of Directors Mgmt For For
4 Reelect Rogier Rijnja as Non-Executive Director Mgmt For For
5 Reelect Charles Ryan as Non-Executive Director Mgmt For For
6 Reelect Alexander Voloshin as Non-Executive Mgmt For Against Director 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 nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
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Yandex NV
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 Elect Mikhail Parakhin as Non-Executive 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.
8 Elect Tigran Khudaverdyan as Executive Director Mgmt For For
9 Approve Cancellation of Outstanding Class C Mgmt For For Shares
10 Ratify Auditors Mgmt For For
11 Amend 2016 Equity Incentive 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, variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, 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. Also, this plan could lead to excessive dilution. 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.
12 Grant Board Authority to Issue Class A Shares Mgmt For Against and Preference 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. In addition, 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.
13 Authorize Board to Exclude Preemptive Rights Mgmt For Against 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. In addition, 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.
14 Authorize Repurchase of Up to 20 Percent of Mgmt For Against Issued Share Capital Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.
Zhejiang Expressway Co., Ltd.
Meeting Date: 05/31/2019 Country: China Meeting Type: Annual Ticker: 576
Primary ISIN: CNE1000004S4 Primary SEDOL: 6990763
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve 2018 Report of the Directors Mgmt For For
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Zhejiang Expressway Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Approve 2018 Report of the Supervisory Mgmt For For Committee Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
3 Approve 2018 Audited Financial Statements Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
4 Approve 2018 Final Dividend Mgmt For For
5 Approve 2018 Final Accounts and 2019 Financial Mgmt For For Budget Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
6 Approve Deloitte Touche Tohmatsu Certified Mgmt For For Public Accountants Hong Kong as the Hong Kong Auditors and Authorize Board to Fix Their Remuneration 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.
7 Approve Pan China Certified Public Accountants Mgmt For For as the PRC Auditors and Authorize Board to Fix Their Remuneration
8 Approve Annual Caps for the Deposit Services Mgmt For Against Under the New Financial Services Agreement Voter Rationale: In the absence of compelling economic rationale such pooling of the group’s cash through an unlisted financial vehicle may give the parent company control over the listed company’s finances.
9 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities without Preemptive Rights for H Shares and Related Transactions 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.
Zhongsheng Group Holdings Limited
Meeting Date: 06/10/2019 Country: Cayman Islands Meeting Type: Annual Ticker: 881
Primary ISIN: KYG9894K1085 Primary SEDOL: B633D97
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
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The SEI Emerging Markets Equity Fund All Votes Report
Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019
Zhongsheng Group Holdings Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Elect Li Guoqiang as Director Mgmt For For
4 Elect Du Qingshan as Director Mgmt For For
5 Elect Zhang Zhicheng as Director Mgmt For For
6 Elect Lin Yong as Director Mgmt For For
7 Elect Chin Siu Wa Alfred 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 Authorize Board to Fix Remuneration of Mgmt For For Directors
9 Approve Ernst & Young as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration
10 Authorize Repurchase of Issued Share Capital Mgmt For For
11 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities 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.
12 Authorize Reissuance of Repurchased Shares Mgmt For Against
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
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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.