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Global Corporate Governance Report Q2 2021

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Global Corporate Governance Report Q2 2021 Global Corporate Governance Report Quarter to 30 June 2021 PROFIT WITH PRINCIPLES Corporate Governance: Sustainable Development Goal 16 Goal #16 Peace, Justice and Strong Institutions Strong governance and accountable institutions is covered by SDG #16 Substantially reduce corruption and bribery in all their forms Develop effective, accountable and transparent institutions at all levels Broaden and strengthen the participation of developing countries in the institutions of global governance We vote in all markets and at all meetings in respect of: • Our active share ownership • Our obligations under the UK Stewardship Code • Our Corporate Governance ESG screen • Our SRI European Transparency Code accreditation • Our commitment to transparency under SDG #16 2 Corporate Governance Voting Policy: Our Approach We publish our UK and International Corporate Governance Voting Policies at www.edentreeim.com Policies are reviewed annually. Our overarching Corporate Governance Policy is as follows: ● EdenTree Investment Management (EIM) supports the principle of considered voting believing that proxies have an economic and stewardship value, and that shareholders have a vital role to play in encouraging high standards of corporate governance from the perspective of being long-term investors. EIM will therefore seek to vote at all meetings in which it has a shareholding. In very exceptional cases, EIM may elect to abstain from voting where companies have provided insufficient information for us to take a view ● EIM has adopted a policy of voting in support of company management except where proposals are considered to be in breach of corporate governance best practice, or are viewed as not being in the economic interests of shareholders For the purposes of SRDII1 we use IVIS2 as our UK research provider; IVIS does not provide vote recommendations – all decisions are taken by EIM. Glass Lewis & Co. votes our overseas proxies in accordance with an agreed policy template. All proxies voted in support of management (pages13-15 and 34-35) are voted in line with Policy. For more information on our approach to proxy voting please contact [email protected] 1 2 SRDII – Shareholder Rights Directive II effective 2019; Institutional Voting Information Service 3 UK Corporate Governance Report Quarter to 30 June 2021 PROFIT WITH PRINCIPLES 3 UK Proxy Voting: Quarter to 30 June 2021 For Oppose Abstain Total Resolutions 1,426 97 14 1,537 Equity Fixed % 93 6 1 100 87 5 Meetings 92 Reason for Action Oppose Abstain Remuneration Report 47 7 Board Balance (Directors) 30 2 Individual Incentive Schemes 9 1 Auditors 6 2 Other 5 2 Total 97 14 Proxy voting statistics relate to all EdenTree Funds under management, institutional and retail, and therefore may include companies excluded on ethical grounds in the screened Funds, but allowed in other Funds 5 Oppose Votes Company Date No. Resolution Reason Octopus Renewables Infrastructure Trust 08.04.21 12 Dis-apply Pre-emption Rights Material breach to dilution guidelines; authority over 20% of issued equity Rio Tinto 09.04.21 2 Approve Remuneration Policy Excessive in aggregate; poor link to performance 3 Approve Remuneration Report UK Excessive LTIP and unjustified ‘good leaver’ status for former CEO 4 Approve Remuneration Report AU Excessive LTIP and unjustified ‘good leaver’ status for former CEO 8 Re-elect Mr S Laidlaw Chair Remuneration Committee; good leaver status for former CEO 12 Re-elect Mr S Thompson Chair; Poor handling of Juukan Gorge scandal Smith & Nephew 14.04.21 2 Approve Remuneration Report Excessive LTIP grant; very significant vesting at threshold Leeds Building Society 16.04.21 2 Re-appoint Auditors No tender since 2005; incumbent re-appointed no tender before 2025 3 Approve Remuneration Report Unjustified base salary increases to compensate for bonus reduction 13 Re-elect Ms L McManus Chair Remuneration Committee; ‘gaming’ remuneration RELX 22.04.21 2 Approve Remuneration Report 579% salary paid; excessive; unwarranted manipulation of bonus metrics 9 Re-elect Mr W Hauser Chair Remuneration Committee; ‘gaming’ remuneration Taylor Wimpey 22.04.21 20 Approve Political Expenditure Mandate of £250,000 sought; breaches EIM limit of £100,000 British American Tobacco 28.04.21 2 Approve Remuneration Report Highly excessive; over 650% salary awarded; unjustified benefits paid 5 Re-elect Ms L Jopel Chair; non-independent on appointment; time expired 11 Re-elect Ms H Keller-Koeppel Non-independent NED; insufficient independence on Audit Committee 12 Re-elect Mr D Panayotopoulos Chair Remuneration Committee; poor performance link; excessive 14 Re-elect Ms K Guerra Non-independent NED; insufficient independence on Audit Committee Ballots voted may include companies not held in screened portfolios 6 Oppose Votes Company Date No. Resolution Reason Travis Perkins (EGM) 27.04.21 3 Approve Wickes Pay Plan Excessive and unjustified demerger transition awards Travis Perkins 27.04.21 3 Approve Remuneration Policy Introduction of nil-performance Restricted Share Plan; excessive awards 7 Re-elect Ms C McConville Chair Remuneration Committee; poor performance link; excessive 21 Approve Restricted Share Plan Nil-performance Restricted Share Plan; excessive awards Synthomer 29.04.21 2 Approve Remuneration Report Excessive; 350% salary awarded; poor performance link ITV 29.04.21 2 Approve Remuneration Policy Introduction of nil-performance Restricted Share Plan; excessive awards 24 Approve Restricted Share Plan Nil-performance Restricted Share Plan; excessive awards Rotork 30.04.21 3 Approve Remuneration Report Unjustified bonus award; undue discretion used to change performance IMI 06.05.21 3 Approve Remuneration Report Excessive base salaries; excessive performance awards in aggregate 4 Approve Remuneration Policy Excessive base salaries; excessive performance awards in aggregate GlaxoSmithKline 05.05.21 2 Approve Remuneration Report Over 670% awarded; significant vesting at threshold; excessive 13 Re-elect Mr U Rohner Chair Remuneration Committee; has presided over inflated remuneration Pearson 30.04.21 4 Re-elect Mr E Corley Chair Remuneration Committee; has presided over inflated remuneration 9 Re-elect Mr T Scorer Chair Audit Committee; has constantly delayed audit tender 10 Re-elect Mr S Taurel Chair Nomination Committee; presided over lavish CEO pay arrangement 12 Approve Remuneration Report Golden Hello for CEO; unjustified structure and excessive in aggregate 13 Re-appoint Auditors Tender constantly postponed; no tender since 1996 Aviva 06.05.21 3 Approve Remuneration Policy Excessive in aggregate; significant vesting at threshold 7 Oppose Votes Company Date No. Resolution Reason Aviva 06.05.21 25 Renew LTIP 350% available; excessive and significant vesting at threshold Unilever 04.05.21 2 Approve Remuneration Report Excessive inflation in base salary; variable pay is excessive 3 Approve Remuneration Policy 625% available; excessive in aggregate; poor performance link 9 Re-elect Ms A Jung Chair Remuneration Committee; has presided over rapid pay inflation Intercontinental Hotels Group 07.05.21 2 Approve Remuneration Report LTIP grant of 350% restored despite redundancies; poor judgement Barclays 02.05.21 2 Approve Remuneration Report Fixed pay allowance; excessive and circumventing prudence rules 25 Approve LTIP Excessive LTIP; quantum includes fixed pay allowance AstraZeneca 11.05.21 5F Re-elect Mr M Demare Chair Remuneration Committee; has presided over pay inflation 6 Approve Remuneration Report Grossly excessive; over £15.4m paid to CEO; 730% salary paid 7 Approve Remuneration Policy Increase of quantum from 750% to 900%; grossly excessive in aggregate 8 Approve Political Expenditure Mandate of £250,000 sought; exceeds EIM limit 14 Approve PSP Unjustified increase in scheme to 650% salary Centrica 10.05.21 2 Approve Remuneration Report 250% LTIP grant awarded despite furlough aid; unjustified share award 3 Approve Remuneration Policy 500% available; excessive; significant vesting at threshold 14 Approve Political Expenditure Mandate of £125,000 sought; exceeds EIM limit Direct Line Insurance Group 13.05.21 11 Re-elect Mr G Stewart Chair Audit Committee; has constantly delayed audit tender 14 Re-appoint Auditors Tender constantly postponed; no tender since 2000 Prudential 13.05.21 2 Approve Remuneration Report Close to 500% salary awarded; excessive in aggregate 8 Oppose Votes Company Date No. Resolution Reason Prudential 13.05.21 10 Re-elect Mr A Nightingale Chair Remuneration Committee; has presided over excessive pay Rentokil Initial 12.05.21 3 Approve Remuneration Policy Significant ratcheting of maximum opportunity to 550% salary 4 Approve PSP Increase in scheme maximum to 375%; excessive in aggregate Standard Chartered 12.05.21 3 Approve Remuneration Report Fixed allowance; poor performance link; excessive in aggregate 8 Re-elect Ms C Hodgson Chair Remuneration Committee; unjustified near maximum bonuses BP 12.05.21 2 Approve Remuneration Report Over 500% salary awarded; excessive in aggregate National Express Group 12.05.21 2 Approve Remuneration Policy 400% salary now available; excessive; significant vesting at threshold Elementis 13.05.21 2 Approve Remuneration Policy 400% salary now available; excessive; significant vesting at threshold Phoenix Group Holdings 14.05.21 2 Approve Remuneration Report Close to 400% awarded; ratcheting of overall aggregate pay excessive Sabre Insurance Group 14.05.21 15 Re-appoint Auditors No tender since 2001; no tender in prospect before 2023 Spectris
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