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Glasgow City Council Strathclyde Pension Fund Committee Report By ITEM 5(a) Glasgow City Council 10th September 2008 Strathclyde Pension Fund Committee Report by Executive Director of Financial Services Contact: Richard McIndoe Ext: 77383 Corporate Governance – Report to 30th June 2008 Purpose of Report: To advise the Committee of progress during the quarter in respect of the Fund’s Corporate Governance policy, and to confirm investment managers’ compliance with the policy. Recommendation: The Committee is asked to NOTE the contents of this report. Ward No(s): Citywide: 9 Local member(s) advised: Yes No consulted: Yes No PLEASE NOTE THE FOLLOWING: Any Ordnance Survey mapping included within this Report is provided by Glasgow City Council under licence from the Ordnance Survey in order to fulfil its public function to make available Council-held public domain information. Persons viewing this mapping should contact Ordnance Survey Copyright for advice where they wish to licence Ordnance Survey mapping/map data for their own use. The OS web site can be found at <http://www.ordnancesurvey.co.uk> " If accessing this Report via the Internet, please note that any mapping is for illustrative purposes only and is not true to any marked scale 1 1. Background The importance of Corporate Governance and Proxy Voting have long been recognised. The Cadbury Report in 1992, commissioned in response to continuing concern about companies’ standards of financial reporting and accountability and to controversy over directors’ pay clearly stated that “given the weight of their votes, the way in which institutional shareholders use their power to influence the standards of corporate governance is of fundamental importance.” In January 2004, Paul Myners’ report to the Shareholder Voting Working Group re-iterated this. The Introduction states that “it cannot be stated too forcefully that institutional investors in the voting process have fiduciary duties to their beneficiaries to preserve and enhance value through informed and effective corporate governance of the companies in which they invest. Voting is the bedrock of governance and should not be approached lightly. The process must be efficient, effective and transparent.” 2. Policy Since 1995, the Fund has instructed its investment managers to vote in respect of the Fund's holdings at all AGM / EGMs of all companies in the UK portfolios. Since 2001, managers have also been instructed to vote their overseas holdings wherever this is practical and economically viable. Managers are instructed to vote in accordance with their own voting policies. This approach is consistent with the Fund's philosophy of externalising investment management, and places the voting responsibility where it can be effectively and economically exercised. The Fund’s participation in a securities lending programme means that portfolio securities will occasionally be on loan and not available for voting purposes unless specifically recalled. The Fund has instructed its investment managers that they may recall any security that is out on loan for the purpose of lodging votes. 3. Managers’ Voting Activity 3.1 UK Equity Holdings Managers’ voting activity in respect of the Fund’s UK equity holdings in the quarter to 30th June 2008 is summarised in the table below. UK equities were held as follows. The Fund has a substantial investment in Legal & General’s UK Equity Index Fund which in turn holds shares in all of the companies in the FTSE All Share index. Baillie Gifford, Capital International, Gartmore and Schroders (No.3 Fund) have core allocations to UK equity. AllianceBernstein, Edinburgh Partners, Invesco and Lazard may hold some UK equities within their global mandates. The expected norm would be for an investment manager, having invested in a company, to support that company's management in all but exceptional cases. The table below shows how votes were actually cast. Votes against management and abstentions are analysed in the Appendix in more detail (excluding Legal & General). Voting Results Q2 2008 UK (excluding stocks on loan) Manager No of No. of No. of No of Votes Votes Not Proxies Proxies meetings AGM's EGM's Resolutions For Against Abstentions Voted Lodged Not Lodged AllianceBernstein 8 7 1 117 110 6 1 0 8 0 Baillie Gifford 28 24 4 381 375 5 1 0 28 0 Capital International 26 25 1 408 396 12 0 0 26 0 Edinburgh Partners 43156550104 0 Gartmore 111 91 20 941 923 14 4 0 111 0 Invesco 110170001701 Lazard 8 6 2 114 114 0 0 0 8 0 Legal & General 394 327 67 4339 4245 66 28 0 394 0 Schroders (No. 3) 20 18 2 314 304 9 1 0 20 0 Total 600 502 98 6687 6522 112 36 17 599 1 97% 2% 1% 0% 100% 0% Strathclyde Pension Fund Corporate Governance Q2 2008 2 3.2 Overseas Equity Holdings Managers’ voting activity in respect of the Fund’s overseas equity holdings in the quarter to 30th June 2008 is summarised in the table below. Overseas stocks were held by AllianceBernstein, Baillie Gifford, Capital International, Edinburgh Partners, Invesco, JP Morgan, Lazard and Schroders (No.3 Fund). Voting Results Q2 2008 Overseas Manager No of No. of No. of No of Votes Votes Not Proxies Proxies meetings AGM's EGM's Resolutions For Against Abstentions Voted Lodged Not Lodged AllianceBernstein 29 25 4 402 342 16 2 42 26 3 Baillie Gifford 57 54 3 601 515 29 1 56 51 6 Capital International 200 171 29 2383 2155 157 4 67 193 7 Edinburgh Partners 12 10 2 153 147 6 0 0 12 0 Invesco 28 25 3 425 131 9 144 141 19 9 JP Morgan 240 213 27 1987 1644 236 24 83 225 15 Lazard 60 48 12 694 625 48 0 21 59 1 Schroders (No. 3) 84 84 0 1071 971 80 5 15 82 2 Total 710 630 80 7716 6530 581 180 425 667 43 85% 7% 2% 6% 94% 6% Managers generally do not vote proxies in markets where tendering shares to vote entails their being blocked from trading during the voting periods. However, 94% of Overseas proxies were lodged this quarter, with 85% of votes in support of company management. 3.3 Consolidated Activity for Quarter 2 2008 A table totalling all of the managers’ voting activity for the quarter is shown below: Voting Results Q2 2008 Total UK & Overseas (excluding stocks on loan) Manager No of No. of No. of No of Votes Votes Not Proxies Proxies meetings AGM's EGM's Resolutions For Against Abstentions Voted Lodged Not Lodged AllianceBernstein 37 32 5 519 452 22 3 42 34 3 Baillie Gifford 85 78 7 982 890 34 2 56 79 6 Capital International 226 196 30 2791 2551 169 4 67 219 7 Edinburgh Partners 16 13 3 209 202 6 1 0 16 0 Gartmore 111 91 20 941 923 14 4 0 111 0 Invesco 29 26 3 442 131 9 144 158 19 10 JP Morgan 240 213 27 1987 1644 236 24 83 225 15 Lazard 68 54 14 808 739 48 0 21 67 1 Legal & General 394 327 67 4339 4245 66 28 0 394 0 Schroders (No3) 104 102 2 1385 1275 89 6 15 102 2 Total 1310 1132 178 14403 13052 693 216 442 1266 44 91% 5% 1% 3% 97% 3% 3.4 Executive Remuneration The table below shows the total number of UK resolutions from the last quarter which related specifically to Executive Remuneration. Of the 6,687 UK resolutions voted by managers (excluding Legal & General, for whom detailed data is not held), 129 related to executive remuneration – either through seeking approval of Remuneration Reports or the approval of Long Term Incentive Schemes. As can be seen, of the 129 resolutions 84% of votes cast were in support of the resolutions. This would seem to indicate that, whilst there are still areas of concern regarding executive pay, the majority of awards are supported by the Fund’s external UK investment managers. Strathclyde Pension Fund Corporate Governance Q2 2008 3 Voting Results Q2 2008 Resolutions on UK Executive Remuneration Manager No of Votes Votes Not Resolutions For Against Abstentions Voted Alliance Bernstein 76010 Baillie Gifford 24 22 2 0 0 Capital International 25 18 4 3 0 Edinburgh Partners 00000 Gartmore 55 47 4 4 0 Invesco 10001 Lazard 66000 Schroders (No3) 18 15 1 2 0 Total 129 108 11 9 1 84% 8% 7% 1% 4. Other Company Engagement Managers report a number of engagements with companies on corporate governance issues. Gartmore’s company engagement this quarter was particularly active and is summarized below. 4.1 ARC International Company Description ARC is an Intellectual Property (IP) semiconductor business that sells licence and royalty based IP to semiconductor developers. ARC has some unique technology that enables the development of highly programmable silicon chips. Discussion ARC is not valued by the market with cash of £20m and a market capitalisation of £24m; its sales are £20m and it is expected to break even in 2009. The principal reason for this is that investors have, since float a number of years ago, expected the product to "take off". This has not happened but ARC has achieved solid growth on which it is now well placed to capitalise. ARC is in a sector that is better appreciated in the USA and so Gartmore have been working with management and US advisers to solicit US investor interest. Gartmore have also helped to develop a strategy to address the problems this low valuation creates. In particular, they are reconsidering management options that are now underwater, and discussing the strategy to achieve profitability through acquisition and cost reduction. 4.2 Financial Objects Company Description Financial Objects sells software solutions to second tier banks.
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