Reo@ Voting Report
The SEI U.K. Equity Fund
VOTING RECORDS FROM:01/04/2019 TO: 30/06/2019
The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
A.G. BARR Plc
Meeting Date: 05/31/2019 Country: United Kingdom Meeting Type: Annual Ticker: BAG
Primary ISIN: GB00B6XZKY75 Primary SEDOL: B6XZKY7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
9 Re-elect William Barr 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, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Antofagasta Plc
Meeting Date: 05/22/2019 Country: United Kingdom Meeting Type: Annual Ticker: ANTO
Primary ISIN: GB0000456144 Primary SEDOL: 0045614
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Re-elect Jean-Paul Luksic as Director Mgmt For Against
Voter Rationale: Females represent less than 30 percent.
Aviva Plc
Meeting Date: 05/23/2019 Country: United Kingdom Meeting Type: Annual Ticker: AV
Primary ISIN: GB0002162385 Primary SEDOL: 0216238
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Re-elect Andy Briggs as Director Mgmt For Abstain
Voter Rationale: Andy Briggs stepped down from the Board on 24 April 2019, thus he will not stand for re-election at the upcoming AGM. An abstention recognises that the resolution for his re-election will be withdrawn at the AGM.
Page 1 of 24
The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
Barclays Plc
Meeting Date: 05/02/2019 Country: United Kingdom Meeting Type: Annual Ticker: BARC
Primary ISIN: GB0031348658 Primary SEDOL: 3134865
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Report Mgmt For Against
Voter Rationale: A vote AGAINST this resolution is considered warranted:* In 2018, all regulatory investigations into Jes Staley's attempt to identify a whistleblower in 2016 were concluded. The PRA and FCA fined the CEO c. GBP 642,000 and the NYDFS fined the Company USD 15 million. On account of these outcomes, malus was applied to Jes Staley's 2016 bonus, which was reduced by GBP 500,000.* Overall, the Remuneration Committee's response to the outcomes of these investigations is considered inadequate, given the loss of USD 15 million in shareholder funds and the broader reputational damage and regulatory oversight incurred by the Group as a result of this issue.
BP Plc
Meeting Date: 05/21/2019 Country: United Kingdom Meeting Type: Annual Ticker: BP
Primary ISIN: GB0007980591 Primary SEDOL: 0798059
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
16 Authorise EU Political Donations and Mgmt For Against Expenditure Voter Rationale: Substantial political donations or expenditure should be clearly tied to the company's business objectives and supported by robust oversight mechanisms to avoid undue influence.
23 Approve the Follow This Shareholder Resolution SH Against Abstain on Climate Change Targets Voter Rationale: This resolution asks BP to set CO2 reduction targets ultimately leading to net zero emissions (combined scope 1, 2 and 3) by 2050. Although we support the ask for comprehensive target setting for all CO2 emissions in the value chain, we choose to refrain from dictating the level of ambition. BP has shown leadership in several climate change related areas, including its scenarios work, investment in clean energy and setting climate-related targets for operational CO2 emissions and fugitive methane emissions and a commitment to disclose how it will evaluate consistency of new material capex investments with the Paris goals. However, BP has yet to demonstrate that its strategy is consistent with the Paris Goals. BP’s strong emphasis on flexibility as the main driver for its strategy, contributes to this concern.Inclusion of a longer-term quantitative goal or ambition for the CO2 intensity of the energy products sold by BP would provide shareholders better insight into this consistency. However, BP has not committed to setting such goals or ambitions. Therefore, to signal that next steps need to be taken by BP, we recommend to not support the Board’s recommendation and vote Abstain.
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
British American Tobacco plc
Meeting Date: 04/25/2019 Country: United Kingdom Meeting Type: Annual Ticker: BATS
Primary ISIN: GB0002875804 Primary SEDOL: 0287580
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Policy Mgmt For Against
Voter Rationale: Whilst we recognize that the increase to policy for the LTI maximum award limit will not apply to the current CFO, we consider the increase to be excessive and unjustified given the scale of the current package on offer.
Bunzl Plc
Meeting Date: 04/17/2019 Country: United Kingdom Meeting Type: Annual Ticker: BNZL
Primary ISIN: GB00B0744B38 Primary SEDOL: B0744B3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
9 Re-elect Stephan Nanninga as Director Mgmt For Abstain
Voter Rationale: In light of the Director's external non-executive role and a fairly recent executive appointment, we have over-boarding concerns, but are not concerned about the Director's skills, experience or abilities.
Carnival Plc
Meeting Date: 04/16/2019 Country: United Kingdom Meeting Type: Annual Ticker: CCL
Primary ISIN: GB0031215220 Primary SEDOL: 3121522
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Re-elect Richard Glasier as Director of Carnival Mgmt For Against Corporation and as a Director of Carnival plc
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee'simpartiality and effectiveness.The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Page 3 of 24
The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
Carnival Plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
9 Re-elect Sir John Parker as Director of Carnival Mgmt For Against Corporation and as a Director of Carnival plc
Voter Rationale: The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
10 Re-elect Stuart Subotnick as Director of Carnival Mgmt For Against Corporation and as a Director of Carnival plc
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Coca-Cola HBC AG
Meeting Date: 06/18/2019 Country: Switzerland Meeting Type: Annual Ticker: CCH
Primary ISIN: CH0198251305 Primary SEDOL: B9895B7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.1.3 Re-elect Reto Francioni as Director and as Mgmt For Against Member of the Remuneration Committee Voter Rationale: Females represent less than 30 percent.
CRH Plc
Meeting Date: 04/25/2019 Country: Ireland Meeting Type: Annual Ticker: CRH
Primary ISIN: IE0001827041 Primary SEDOL: 0182704
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Remuneration Report Mgmt For Against
Voter Rationale: We are concerned that despite the high level of salary already paid and notable shareholder dissent over the past three years the remuneration committee continues to raise the level of salary. This also feeds into concerns over the exceptionally high pension contribution and generous incentive package. Overall we consider restraint to be appropriate going forward and will not support this resolution.
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
Derwent London Plc
Meeting Date: 05/17/2019 Country: United Kingdom Meeting Type: Annual Ticker: DLN
Primary ISIN: GB0002652740 Primary SEDOL: 0265274
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Re-elect John Burns as Director Mgmt For Against
Voter Rationale: At the upcoming AGM, Group CEO John Burns will become Non-Executive Board Chair until May 2021.The appointment of CEO as the Board Chair is contrary to the provisions of the UK Corporate Governance Code which states that a chief executive should not become chair of the same company. The Company has not provided a sufficiently compelling rationale as to why this is a better arrangement than appointing an individual who is independent on appointment as Board Chair.
Domino's Pizza Group Plc
Meeting Date: 04/18/2019 Country: United Kingdom Meeting Type: Annual Ticker: DOM
Primary ISIN: GB00BYN59130 Primary SEDOL: BYN5913
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Re-elect Stephen Hemsley as Director Mgmt For Against
Voter Rationale: Females represent less than 15 percent of the board.In addition, chairman are not expected to hold more than one other chairmanship or serve as an executive at another company. No more than three additional NED positions should be held by a serving chairman.Finally, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Drax Group Plc
Meeting Date: 04/17/2019 Country: United Kingdom Meeting Type: Annual Ticker: DRX
Primary ISIN: GB00B1VNSX38 Primary SEDOL: B1VNSX3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 Re-elect Philip Cox as Director Mgmt For Against
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
Drax Group Plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale: Chairman are not expected to hold more than one other chairmanship or serve as an executive at another company. No more than three additional NED positions should be held by a serving chairman.
15 Authorise EU Political Donations and Mgmt For Against Expenditure Voter Rationale: Substantial political donations or expenditure should be clearly tied to the company's business objectives and supported by robust oversight mechanisms to avoid undue influence.
EVRAZ Plc
Meeting Date: 06/18/2019 Country: United Kingdom Meeting Type: Annual Ticker: EVR
Primary ISIN: GB00B71N6K86 Primary SEDOL: B71N6K8
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
11 Re-elect Sir Michael Peat as Director Mgmt For Against
Voter Rationale: Females represent less than 30 percent.
Ferrexpo Plc
Meeting Date: 06/07/2019 Country: United Kingdom Meeting Type: Annual Ticker: FXPO
Primary ISIN: GB00B1XH2C03 Primary SEDOL: B1XH2C0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For Against Reports
4 Elect Lucio Genovese as Director Mgmt For Against
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
6 Re-elect Stephen Lucas as Director Mgmt For Against
Voter Rationale: Females represent less than15 percent of the board.
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
FirstGroup Plc
Meeting Date: 06/25/2019 Country: United Kingdom Meeting Type: Special Ticker: FGP
Primary ISIN: GB0003452173 Primary SEDOL: 0345217
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
e Remove James Winestock as Director SH Against For
Voter Rationale: As an incumbent to the formulation and implementation of the existing failed strategy, support for his removal is warranted.
j Elect David Martin, a Shareholder Nominee to SH Against For the Board Voter Rationale: The board could benefit from additional independent directors. This director brings valued skills and experience to the board and as such support is warranted.
Forterra Plc
Meeting Date: 05/20/2019 Country: United Kingdom Meeting Type: Annual Ticker: FORT
Primary ISIN: GB00BYYW3C20 Primary SEDOL: BYYW3C2
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
13 Authorise EU Political Donations and Mgmt For Against Expenditure Voter Rationale: Substantial political donations or expenditure should be clearly tied to the company's business objectives and supported by robust oversight mechanisms to avoid undue influence.
Glencore Plc
Meeting Date: 05/09/2019 Country: Jersey Meeting Type: Annual Ticker: GLEN
Primary ISIN: JE00B4T3BW64 Primary SEDOL: B4T3BW6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Re-elect Anthony Hayward as Director Mgmt For Against
Voter Rationale: Females represent less than 30 percent.
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
Gocompare.com Group Plc
Meeting Date: 05/23/2019 Country: United Kingdom Meeting Type: Annual Ticker: GOCO
Primary ISIN: GB00BZ02Q916 Primary SEDOL: BZ02Q91
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Report Mgmt For Against
Voter Rationale: Significant salary increases are not linked to material changes in the business or in the role and responsibilities of executive directors.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.Finally, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.
5 Re-elect Zillah Byng-Thorne 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 Re-elect Angela Seymour-Jackson 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.
Grafton Group Plc
Meeting Date: 05/08/2019 Country: Ireland Meeting Type: Annual Ticker: GFTU
Primary ISIN: IE00B00MZ448 Primary SEDOL: B00MZ44
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2a Re-elect Michael Roney as Director Mgmt For Against
Voter Rationale: Females represent less than15 percent.
Hammerson Plc
Meeting Date: 04/30/2019 Country: United Kingdom Meeting Type: Annual Ticker: HMSO
Primary ISIN: GB0004065016 Primary SEDOL: 0406501
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
Hammerson Plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Report Mgmt For Against
Voter Rationale: A vote AGAINST this resolution is warranted for the following reasons:* The Company's declining share price has not been taken into consideration when granting share-based awards.* Despite TSR performance ranking below median, LTIP vesting in FY2018 is greater than 50% for the second successive year.* Bonus was awarded to the outgoing EDs despite the financial targets not being met and the Company recording an operating loss.
Heineken Holding NV
Meeting Date: 04/25/2019 Country: Netherlands Meeting Type: Annual Ticker: HEIO
Primary ISIN: NL0000008977 Primary SEDOL: B0CCH46
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7.c Reelect C.M. Kwist as Non-Executive Director Mgmt For Against
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Hikma Pharmaceuticals Plc
Meeting Date: 05/17/2019 Country: United Kingdom Meeting Type: Annual Ticker: HIK
Primary ISIN: GB00B0LCW083 Primary SEDOL: B0LCW08
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
15 Approve Remuneration 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.Furthermore, 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.
Page 9 of 24
The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
Hiscox Ltd.
Meeting Date: 05/16/2019 Country: Bermuda Meeting Type: Annual Ticker: HSX
Primary ISIN: BMG4593F1389 Primary SEDOL: BVZHXQ9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Re-elect Robert Childs as Director Mgmt For Against
Voter Rationale: Females represent less than 30 percent.
HSBC Holdings Plc
Meeting Date: 04/12/2019 Country: United Kingdom Meeting Type: Annual Ticker: HSBA
Primary ISIN: GB0005405286 Primary SEDOL: 0540528
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
17 Abolish Unfair Discriminatory Practice of Taking SH Against Abstain State Deduction from the Pensions Paid to Members of the Post 1974 Midland Bank Defined Benefit Pension Scheme Voter Rationale: We did not support the resolution because we considered it overly prescriptive as proposed as a special resolution. However, we will be reviewing the issue of taking state deduction from pensions by companies.
Indivior Plc
Meeting Date: 05/08/2019 Country: United Kingdom Meeting Type: Annual Ticker: INDV
Primary ISIN: GB00BRS65X63 Primary SEDOL: BRS65X6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
11 Re-elect Daniel Tasse 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.
Page 10 of 24
The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
InterContinental Hotels Group Plc
Meeting Date: 05/03/2019 Country: United Kingdom Meeting Type: Annual Ticker: IHG
Primary ISIN: GB00BHJYC057 Primary SEDOL: BHJYC05
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Report Mgmt For Against
Voter Rationale: Significant salary increases are not linked to material changes in the business or in the role and responsibilities of executive directors.
International Consolidated Airlines Group SA
Meeting Date: 06/19/2019 Country: Spain Meeting Type: Annual Ticker: IAG
Primary ISIN: ES0177542018 Primary SEDOL: B5M6XQ7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
8c Re-elect Marc Bolland 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.
ITV Plc
Meeting Date: 05/08/2019 Country: United Kingdom Meeting Type: Annual Ticker: ITV
Primary ISIN: GB0033986497 Primary SEDOL: 3398649
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Elect Edward Bonham Carter 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.
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
Lloyds Banking Group Plc
Meeting Date: 05/16/2019 Country: United Kingdom Meeting Type: Annual Ticker: LLOY
Primary ISIN: GB0008706128 Primary SEDOL: 0870612
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
14 Approve Remuneration Report Mgmt For Against
Voter Rationale: We consider the significant increase to the fixed share allowance not to be justified by the explanation provided. We also encourage the company to make further progress in reducing the pension contribution for executives.
18 Authorise EU Political Donations and Mgmt For Against Expenditure Voter Rationale: Substantial political donations or expenditure should be clearly tied to the company's business objectives and supported by robust oversight mechanisms to avoid undue influence.
Manchester United plc
Meeting Date: 06/10/2019 Country: Cayman Islands Meeting Type: Annual Ticker: MANU
Primary ISIN: KYG5784H1065 Primary SEDOL: B8Q8MV8
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.6 Elect Director Kevin Glazer Mgmt For Against
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Bryan Glazer Mgmt For Against
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Darcie Glazer Kassewitz Mgmt For Against
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
1.9 Elect Director Edward Glazer Mgmt For Against
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
Marshalls Plc
Meeting Date: 05/15/2019 Country: United Kingdom Meeting Type: Annual Ticker: MSLH
Primary ISIN: GB00B012BV22 Primary SEDOL: B012BV2
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
12 Amend Management Incentive Plan Mgmt For Against
13 Approve Remuneration Report Mgmt For Against
Meggitt Plc
Meeting Date: 04/25/2019 Country: United Kingdom Meeting Type: Annual Ticker: MGGT
Primary ISIN: GB0005758098 Primary SEDOL: 0575809
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Re-elect Sir Nigel Rudd as Director Mgmt For Abstain
Voter Rationale: Chairman are not expected to hold more than one other chairmanship or serve as an executive at another company. No more than three additional NED positions should be held by a serving chairman. However, we recognise the recent improvement to this situation and given this will abstain on this occasion. We encourage a further reduction to be considered in the near future.
Metro Bank Plc
Meeting Date: 05/21/2019 Country: United Kingdom Meeting Type: Annual Ticker: MTRO
Primary ISIN: GB00BZ6STL67 Primary SEDOL: BZ6STL6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Report Mgmt For Against
3 Re-elect Vernon Hill II as Director Mgmt For Abstain
4 Re-elect Craig Donaldson as Director Mgmt For Abstain
7 Re-elect Stuart Bernau as Director Mgmt For Abstain
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
Metro Bank Plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
8 Re-elect Eugene Lockhart as Director Mgmt For Abstain
14 Reappoint PricewaterhouseCoopers LLP as Mgmt For Abstain Auditors
Millennium & Copthorne Hotels Plc
Meeting Date: 05/10/2019 Country: United Kingdom Meeting Type: Annual Ticker: MLC
Primary ISIN: GB0005622542 Primary SEDOL: 0562254
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration 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.
9 Re-elect Kwek Leng Beng as Director Mgmt For Against
Voter Rationale: Females represent less than 15 percent. 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.
10 Re-elect Kwek Leng Peck 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.
Next Plc
Meeting Date: 05/16/2019 Country: United Kingdom Meeting Type: Annual Ticker: NXT
Primary ISIN: GB0032089863 Primary SEDOL: 3208986
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Re-elect Jonathan Bewes 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.
Page 14 of 24
The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
Petrofac Ltd.
Meeting Date: 05/03/2019 Country: Jersey Meeting Type: Annual Ticker: PFC
Primary ISIN: GB00B0H2K534 Primary SEDOL: B0H2K53
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
11 Re-elect Ayman Asfari as Director Mgmt For Abstain
Voter Rationale: Ayman Asfari, remains under regulatory investigations alongside the Company by the UK's Serious Fraud Office (SFO) for suspected bribery, corruption, and/or money laundering.
Playtech Plc
Meeting Date: 05/15/2019 Country: Isle of Man Meeting Type: Annual Ticker: PTEC
Primary ISIN: IM00B7S9G985 Primary SEDOL: B7S9G98
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Policy Mgmt For Against
Voter Rationale: Significant increase in quantum proposed and no genuine response to the high level of dissent provided in these changes.
3 Approve Remuneration Report Mgmt For Against
Voter Rationale: Lack of meaningful response to the high level of dissent in the year under review.
12 Re-elect Alan Jackson as Director Mgmt For Against
Voter Rationale: Lack of meaningful response to the high level of dissent in the year under review. The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Plus500 Ltd.
Meeting Date: 06/18/2019 Country: Israel Meeting Type: Annual Ticker: PLUS
Primary ISIN: IL0011284465 Primary SEDOL: BBT3PS9
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
Plus500 Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Re-elect Steven Baldwin as Director Mgmt For Against
Voter Rationale: Females represent less than 15 percent.
7 Re-elect Daniel King as Director Mgmt For Abstain
Polymetal International Plc
Meeting Date: 04/23/2019 Country: Jersey Meeting Type: Annual Ticker: POLY
Primary ISIN: JE00B6T5S470 Primary SEDOL: B6T5S47
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 Re-elect Jean-Pascal Duvieusart 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.
Premier Oil Plc
Meeting Date: 05/16/2019 Country: United Kingdom Meeting Type: Annual Ticker: PMO
Primary ISIN: GB00B43G0577 Primary SEDOL: B43G057
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Report Mgmt For Against
Voter Rationale: Equity awards to executives should be linked to stretching performance targets rather than time-based vesting requirements.
4 Re-elect Dave Blackwood 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.
8 Re-elect Jane Hinkley as Director Mgmt For Against
Voter Rationale: Companies that received high levels of dissent on remuneration-related proposals should engage with their key shareholders to understand the rationale for opposition and explain in the next annual report how the company intends to address shareholder concerns.
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The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
Reckitt Benckiser Group Plc
Meeting Date: 05/09/2019 Country: United Kingdom Meeting Type: Annual Ticker: RB
Primary ISIN: GB00B24CGK77 Primary SEDOL: B24CGK7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Policy Mgmt For Against
Voter Rationale: Whilst there are positive improvements in the new policy we consider the increase in quantum for the CFO to be an issue. We also consider the long-standing issues of the policy to remain particularly in terms of quantum for incentive quantum.
Rightmove Plc
Meeting Date: 05/10/2019 Country: United Kingdom Meeting Type: Annual Ticker: RMV
Primary ISIN: GB00BGDT3G23 Primary SEDOL: BGDT3G2
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Re-elect Scott Forbes as Director Mgmt For Against
Voter Rationale: Chairman are not expected to hold more than one other chairmanship or serve as an executive at another company. No more than three additional NED positions should be held by a serving chairman.
Rio Tinto Plc
Meeting Date: 04/10/2019 Country: United Kingdom Meeting Type: Annual Ticker: RIO
Primary ISIN: GB0007188757 Primary SEDOL: 0718875
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
13 Re-elect Simon Thompson as Director Mgmt For Against
Voter Rationale: Females represent less than 30 percent of the board.
Page 17 of 24
The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
Royal Dutch Shell Plc
Meeting Date: 05/21/2019 Country: United Kingdom Meeting Type: Annual Ticker: RDSB
Primary ISIN: GB00B03MM408 Primary SEDOL: B03MM40
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
21 Authorise EU Political Donations and Mgmt For Against Expenditure
Saga Plc
Meeting Date: 06/19/2019 Country: United Kingdom Meeting Type: Annual Ticker: SAGA
Primary ISIN: GB00BLT1Y088 Primary SEDOL: BLT1Y08
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Report Mgmt For Against
Voter Rationale: Any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.
Schroders Plc
Meeting Date: 05/02/2019 Country: United Kingdom Meeting Type: Annual Ticker: SDR
Primary ISIN: GB0002405495 Primary SEDOL: 0240549
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Remuneration Report Mgmt For Against
Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Page 18 of 24
The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
SEGRO Plc
Meeting Date: 04/18/2019 Country: United Kingdom Meeting Type: Annual Ticker: SGRO
Primary ISIN: GB00B5ZN1N88 Primary SEDOL: B5ZN1N8
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Remuneration Report Mgmt For Against
Voter Rationale: Significant salary increases are not linked to material changes in the business or in the role and responsibilities of executive directors. In addition, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.
Smurfit Kappa Group Plc
Meeting Date: 05/03/2019 Country: Ireland Meeting Type: Annual Ticker: SK3
Primary ISIN: IE00B1RR8406 Primary SEDOL: B1RR828
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5e Re-elect Christel Bories 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.
SOCO International Plc
Meeting Date: 05/23/2019 Country: United Kingdom Meeting Type: Annual Ticker: SIA
Primary ISIN: GB00B572ZV91 Primary SEDOL: B572ZV9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Remuneration Report Mgmt For Against
Voter Rationale: A vote AGAINST this resolution is warranted: • The Company's declining share price has not been taken into consideration when granting share-based awards; • There are concerns around the bonus framework under which the EDs continue to receive high payouts despite the Company's poor share price performance over several years; and • Concerns around pay and performance misalignment relative to peers.
Page 19 of 24
The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
SOCO International Plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
13 Authorise the Audit and Risk Committee to Fix Mgmt For Against Remuneration of Auditors
Spirent Communications Plc
Meeting Date: 05/01/2019 Country: United Kingdom Meeting Type: Annual Ticker: SPT
Primary ISIN: GB0004726096 Primary SEDOL: 0472609
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
8 Re-elect Eric Hutchinson as Director Mgmt For Abstain
Voter Rationale: An ABSTENTION on this resolution is considered warranted because on 1 April 2019, the Company announced that Eric Hutchinson will step down from the Board after the AGM on 1 May 2019. On 16 April 2019, the Company announced that the resolution relating to the re-election of Eric Hutchinson will be withdrawn.
Standard Chartered Plc
Meeting Date: 05/08/2019 Country: United Kingdom Meeting Type: Annual Ticker: STAN
Primary ISIN: GB0004082847 Primary SEDOL: 0408284
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Approve Remuneration Policy Mgmt For Against
Voter Rationale: Severance payments for early termination as a result of a change in control should be similar to those available under normal circumstances..
Standard Life Aberdeen Plc
Meeting Date: 05/14/2019 Country: United Kingdom Meeting Type: Annual Ticker: SLA
Primary ISIN: GB00BF8Q6K64 Primary SEDOL: BF8Q6K6
Page 20 of 24
The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
Standard Life Aberdeen Plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Approve Remuneration Report Mgmt For Against
Voter Rationale: Whilst appreciating the additional assurances provided by the committee in relation to the joining award made to Stephanie Bruce, we are not comfortable with the approach taken and do not consider the attached performance targets to be stretching given her role. Given the quantum of award we are not supportive of the remuneration report on this occasion.
8 Authorise EU Political Donations and Mgmt For Against Expenditures
Synthomer Plc
Meeting Date: 04/25/2019 Country: United Kingdom Meeting Type: Annual Ticker: SYNT
Primary ISIN: GB0009887422 Primary SEDOL: 0988742
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 Re-elect Dato' Lee Hau Hian 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.
11 Re-elect Neil Johnson as Director Mgmt For Against
Voter Rationale: Chairman are not expected to hold more than one other chairmanship or serve as an executive at another company. No more than three additional NED positions should be held by a serving chairman.
Telit Communications Plc
Meeting Date: 06/06/2019 Country: United Kingdom Meeting Type: Annual Ticker: TCM
Primary ISIN: GB00B06GM726 Primary SEDOL: B06GM72
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration 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.Furthermore, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant.
Page 21 of 24
The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
The Western Union Company
Meeting Date: 05/17/2019 Country: USA Meeting Type: Annual Ticker: WU
Primary ISIN: US9598021098 Primary SEDOL: B1F76F9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1d Elect Director Betsy D. Holden Mgmt For Against
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. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
1f Elect Director Roberto G. Mendoza Mgmt For Against
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
1g Elect Director Michael A. Miles, Jr. Mgmt For Against
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
4 Report on Political Contributions SH Against For
Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.
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
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.
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.
Page 22 of 24
The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
Unilever Plc
Meeting Date: 05/02/2019 Country: United Kingdom Meeting Type: Annual Ticker: ULVR
Primary ISIN: GB00B10RZP78 Primary SEDOL: B10RZP7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Remuneration Report Mgmt For Against
Voter Rationale: Despite the controversial remuneration policy being adopted by investors last year, we continue to see the introduction of the 'fixed pay' concept as a reduction in investor transparency. We also believe the incentive arrangement are excessively complex.
Vesuvius Plc
Meeting Date: 05/15/2019 Country: United Kingdom Meeting Type: Annual Ticker: VSVS
Primary ISIN: GB00B82YXW83 Primary SEDOL: B82YXW8
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
9 Re-elect Holly Koeppel 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.
Wm Morrison Supermarkets Plc
Meeting Date: 06/13/2019 Country: United Kingdom Meeting Type: Annual Ticker: MRW
Primary ISIN: GB0006043169 Primary SEDOL: 0604316
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Re-elect Andrew Higginson as Director Mgmt For Against
Voter Rationale: Females represent less than 30 percent.
Page 23 of 24
The SEI U.K. Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
WPP Plc
Meeting Date: 06/12/2019 Country: Jersey Meeting Type: Annual Ticker: WPP
Primary ISIN: JE00B8KF9B49 Primary SEDOL: B8KF9B4
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
10 Re-elect Daniela Riccardi 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.
Page 24 of 24
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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.