Reo@ Voting Report
SEI Investments Europe Ltd - Joy Global All Votes Report.
VOTING RECORDS FROM:01/10/2016 TO: 31/12/2016
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
AGNC Investment Corp.
Meeting Date: 12/09/2016 Country: USA Meeting Type: Special Ticker: AGNC
Primary ISIN: US00123Q1040 Primary SEDOL: BYYHJL8
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Omnibus Stock Plan Mgmt For Against
Voter Rationale:
The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job.
Alpha and Omega Semiconductor Limited
Meeting Date: 11/10/2016 Country: Bermuda Meeting Type: Annual Ticker: AOSL
Primary ISIN: BMG6331P1041 Primary SEDOL: B5Q3KZ2
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Mike F. Chang 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 for preserving accountability.
1.2 Elect Director Yueh-Se Ho Mgmt For For
1.3 Elect Director Lucas S. Chang Mgmt For For
1.4 Elect Director Michael L. Pfeiffer Mgmt For For
1.5 Elect Director Robert I. Chen Mgmt For For
1.6 Elect Director King Owyang Mgmt For For
1.7 Elect Director Michael J. Salameh Mgmt For For
2 Approve Grant Thornton LLP as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration
Amcor Limited
Meeting Date: 10/20/2016 Country: Australia Meeting Type: Annual Ticker: AMC
Primary ISIN: AU000000AMC4 Primary SEDOL: 6066608
Page 1 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Amcor Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2a Elect A (Armin) Meyer as Director Mgmt For For
2b Elect K J (Karen) Guerra as Director Mgmt For For
3 Approve the Remuneration Report Mgmt For For
American Capital Senior Floating, Ltd.
Meeting Date: 12/16/2016 Country: USA Meeting Type: Annual Ticker: ACSF
Primary ISIN: US02504D1081 Primary SEDOL: BJ05PM4
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Malon Wilkus 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 for preserving accountability.
1.2 Elect Director Stan Lundine Mgmt For For
1.3 Elect Director Phyllis R. Caldwell Mgmt For For
1.4 Elect Director Gil Crawford Mgmt For For
1.5 Elect Director Stan Larry K. Harvey Mgmt For For
2 Amend Management Agreement Mgmt For For
3 Approve and Ratify Certain Payments Made to Mgmt For For the Manager Under the Management Agreement
4 Ratify Ernst & Young LLP as Auditors Mgmt For For
AmRest Holdings SE
Meeting Date: 11/24/2016 Country: Poland Meeting Type: Special Ticker: EAT
Primary ISIN: NL0000474351 Primary SEDOL: B07XWG1
Page 2 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
AmRest Holdings SE
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Management Proposals Mgmt
1 Open Meeting Mgmt
2 Elect Meeting Chairman Mgmt For For
3 Prepare List of Shareholders Mgmt
4 Acknowledge Proper Convening of Meeting Mgmt
5 Approve Agenda of Meeting Mgmt For For
Shareholder Proposals Mgmt
6 Amend Aug. 12, 2015, EGM, Resolution Re: Size SH None Against of Supervisory Board Voter Rationale: The proponent has failed to disclose the names of the directors to be recalled and the names of the nominees to be elected.
7 Recall Supervisory Board Member SH None Against
Voter Rationale: The proponent has failed to disclose the names of the directors to be recalled and the names of the nominees to be elected.
8 Elect Supervisory Board Member SH None Against
Voter Rationale: The proponent has failed to disclose the names of the directors to be recalled and the names of the nominees to be elected.
9 Approve Decision on Covering Costs of SH None Against Convocation of General Meeting of Shareholders
Voter Rationale: The meeting was convened on a request of the company's shareholder.
Management Proposal Mgmt
10 Close Meeting Mgmt
Arca Continental S.A.B. de C.V.
Meeting Date: 10/26/2016 Country: Mexico Meeting Type: Special Ticker: AC *
Primary ISIN: MX01AC100006 Primary SEDOL: 2823885
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Balance Sheet Mgmt For For
Page 3 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Arca Continental S.A.B. de C.V.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Merger by Absorption of Arca Ecuador Mgmt For For SAPI de CV, Including Agreements to Carry out Merger
3 Approve Capital Increase via Issuance of Shares Mgmt For For in Connection with Merger
4 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
5 Approve Minutes of Meeting Mgmt For For
Arca Continental S.A.B. de C.V.
Meeting Date: 12/14/2016 Country: Mexico Meeting Type: Special Ticker: AC *
Primary ISIN: MX01AC100006 Primary SEDOL: 2823885
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Balance Sheet Mgmt For For
2 Approve Merger by Absorption of Carismed XXI, Mgmt For For S de RL de CV, Including Agreements to Carry Out Merger
3 Approve Capital Increase via Issuance of Shares Mgmt For For in Connection with Merger
4 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
5 Approve Minutes of Previous Meeting Mgmt For For
Auckland International Airport Ltd.
Meeting Date: 10/20/2016 Country: New Zealand Meeting Type: Annual Ticker: AIA
Primary ISIN: NZAIAE0002S6 Primary SEDOL: BKX3XG2
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Elect Henry van der Heyden as Director Mgmt For For
2 Elect Michelle Guthrie as Director Mgmt For For
Page 4 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Auckland International Airport Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Elect Christine Spring as Director Mgmt For For
4 Approve the Increase in Maximum Aggregate Mgmt For For Remuneration of Directors
5 Authorize the Board to Fix Remuneration of the Mgmt For For Auditors
Aurizon Holdings Ltd.
Meeting Date: 10/18/2016 Country: Australia Meeting Type: Annual Ticker: AZJ
Primary ISIN: AU000000AZJ1 Primary SEDOL: B87CVM3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2a Elect Russell Caplan as Director Mgmt For For
2b Elect Michael Fraser as Director Mgmt For For
2c Elect Kate Vidgen as Director Mgmt For For
3 Approve the Remuneration Report Mgmt For Against
Voter Rationale:
Companies should not extend vesting periods or allow re-testing of performance targets because this weakens the effectiveness of incentive schemes.
AutoZone, Inc.
Meeting Date: 12/14/2016 Country: USA Meeting Type: Annual Ticker: AZO
Primary ISIN: US0533321024 Primary SEDOL: 2065955
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Douglas H. Brooks Mgmt For For
1.2 Elect Director Linda A. Goodspeed Mgmt For For
1.3 Elect Director Sue E. Gove Mgmt For For
1.4 Elect Director Earl G. Graves, Jr. Mgmt For Against
Voter Rationale:
The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
Page 5 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
AutoZone, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.5 Elect Director Enderson Guimaraes Mgmt For For
1.6 Elect Director J. R. Hyde, III Mgmt For For
1.7 Elect Director D. Bryan Jordan Mgmt For For
1.8 Elect Director W. Andrew McKenna Mgmt For Against
Voter Rationale:
The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
1.9 Elect Director George R. Mrkonic, Jr. Mgmt For For
1.10 Elect Director Luis P. Nieto Mgmt For For
1.11 Elect Director William C. Rhodes, III 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 for preserving accountability.
2 Ratify Ernst & Young LLP as Auditors Mgmt For For
Voter Rationale:
The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
3 Amend Nonqualified Employee Stock Purchase Mgmt For For Plan
4 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale:
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. 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. 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 suffciently long period of time. Additionally, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Bank Hapoalim Ltd.
Meeting Date: 12/19/2016 Country: Israel Meeting Type: Special Ticker: POLI
Primary ISIN: IL0006625771 Primary SEDOL: 6075808
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Compensation Policy for the Directors Mgmt For Against and Officers of the Company
Page 6 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Bank Hapoalim Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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 suffciently long period of time.
2 Approve Employment Terms of the Company's Mgmt For Against CEO Voter Rationale:
Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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 suffciently long period of time.
A Vote FOR if you are a controlling shareholder or Mgmt None Against have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager
Please Select Any Category Which Applies to Mgmt You as a Shareholder or as a Holder of Power of Attorney
B1 If you are an Interest Holder as defined in Mgmt None Against Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B2 If you are a Senior Officer as defined in Section Mgmt None Against 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B3 If you are an Institutional Investor as defined in Mgmt None For Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against.
Bank Leumi le-Israel B.M.
Meeting Date: 11/03/2016 Country: Israel Meeting Type: Special Ticker: LUMI
Primary ISIN: IL0006046119 Primary SEDOL: 6076425
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Elect Two Directors Out of a Pool of Four Mgmt Nominees
1.1 Elect Tzahi Frankovits as Director for a Mgmt For Do Not Vote Three-Year Period Voter Rationale: A vote AGAINST item 1.1 (Tzahi Frankovits) is warranted, as only two of the four candidates may be elected to serve on the board.
Page 7 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Bank Leumi le-Israel B.M.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Itzick Sharir as Director for a Three-Year Mgmt For For Period
1.3 Elect Ester Dominissini as Director for a Mgmt For For Three-Year Period
Item 1.4 is a Shareholder Proposal Submitted Mgmt by Jewish Colonial Trust
1.4 Elect Gideon Schurr as Director for a Three-Year SH None Do Not Vote Period Voter Rationale: A vote FOR items 1.2 and 1.3 is warranted due to the candidates' experience as directors of publicly-listed companies.
Regarding Items 1.5-1.6: Elect One External Mgmt Director as defined in Directive 301 of the Proper Conduct of Banking Business Regulations Out of a Pool of Two Nominees, Nominated By the Nomination Committee
1.5 Elect Yoram Michaelis as External Director for a Mgmt For Against Three-Year Period Voter Rationale: A vote AGAINST item 1.5 (Yoram Michaelis) is warranted, as only one of the two candidates may be elected to serve on the board.
1.6 Elect Ytzhak Edelman as External Director for a Mgmt For For Three-Year Period
2 Add Article 143E to the Article of Association Mgmt For For Re: indemnification of Officers
3 Amend Article 128 Re: Signature Bank Balance Mgmt For For Sheet
4 Add Article 146 to the Article of Association Re: Mgmt For For Jurisdiction Clause
5 Ratify Amended Indemnification Agreements Mgmt For For with Directors and Officers
6 Approve Compensation Policy for the Directors Mgmt For Against and Officers 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, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.
7 Approve Employment Terms of Active Chairman Mgmt For For
8 Approve Employment Terms of the CEO Mgmt For For
A Vote FOR if you are a controlling shareholder or Mgmt None Against have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager
Please Select Any Category Which Applies to Mgmt You as a Shareholder or as a Holder of Power of Attorney
Page 8 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Bank Leumi le-Israel B.M.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
B1 If you are an Interest Holder as defined in Mgmt None Against Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B2 If you are a Senior Officer as defined in Section Mgmt None Against 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B3 If you are an Institutional Investor as defined in Mgmt None For Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against.
Bastide Le Confort Medical
Meeting Date: 11/25/2016 Country: France Meeting Type: Annual/Special Ticker: BLC
Primary ISIN: FR0000035370 Primary SEDOL: B0VTWY3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Ordinary Business Mgmt
1 Approve Financial Statements and Discharge Mgmt For For Directors
2 Approve Consolidated Financial Statements and Mgmt For For Statutory Reports
3 Approve Non-Deductible Expenses Mgmt For For
4 Approve Allocation of Income and Dividends of Mgmt For For EUR 0.26 per Share
5 Acknowledge Auditors' Special Report on Mgmt For Against Related-Party Transactions Regarding Ongoing Transactions Voter Rationale:
Shareholders should be given relevant and sufficient information to make an informed decision.
6 Approve Transaction with SCI Bastide Mgmt For Against Clermont-Ferrand Re: Commercial Leasing Voter Rationale:
Shareholders should be given relevant and sufficient information to make an informed decision.
7 Approve Transaction with SCI Bastide Fenouillet Mgmt For Against Re: Commercial Leasing Voter Rationale:
Shareholders should be given relevant and sufficient information to make an informed decision.
8 Approve Transaction with SCI Bastide Mgmt For Against Montpellier Garosud Re: Commercial Leasing Voter Rationale:
Shareholders should be given relevant and sufficient information to make an informed decision.
Page 9 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Bastide Le Confort Medical
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
9 Approve Transaction with SCI Bastide Tours Re: Mgmt For Against Commercial Leasing Voter Rationale:
Shareholders should be given relevant and sufficient information to make an informed decision.
10 Approve Transaction with SCI Bastide Saint-Fons Mgmt For Against Re: Commercial Leasing Voter Rationale:
Shareholders should be given relevant and sufficient information to make an informed decision.
11 Approve Transaction with SCI Bastide Mgmt For Against Caissargues Re: Commercial Leasing Voter Rationale:
Shareholders should be given relevant and sufficient information to make an informed decision.
12 Approve Transaction with SCI Bastide 4 Re: Mgmt For Against Commercial Leasing Voter Rationale:
Shareholders should be given relevant and sufficient information to make an informed decision.
13 Authorize Repurchase of Up to 10 Percent of Mgmt For Against Issued Share Capital Voter Rationale:
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.
Extraordinary Business Mgmt
14 Adopt New Bylaws Mgmt For Against
Voter Rationale:
Changes in company's articles or by-laws should not erode shareholder rights.
15 Authorize New Class of Preferred Stock and Mgmt For Against Amend Bylaws Accordingly Voter Rationale:
Capital issuance authority should be for share plans that incentivise long-term value creation.
16 Authorize Issuance of Preferred Stock Reserved Mgmt For Against for Employees and Corporate Officers
Voter Rationale:
Capital issuance authority should be for share plans that incentivise long-term value creation.
17 Authorize Filing of Required Documents/Other Mgmt For For Formalities
Berjaya Sports Toto Berhad
Meeting Date: 10/10/2016 Country: Malaysia Meeting Type: Annual Ticker: BJTOTO
Primary ISIN: MYL1562OO007 Primary SEDOL: 6331566
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Remuneration of Directors Mgmt For For
Page 10 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Berjaya Sports Toto Berhad
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Elect Robin Tan Yeong Ching as Director Mgmt For For
Voter Rationale:
Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
3 Elect Chan Kien Sing as Director Mgmt For For
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 Elect Robert Yong Kuen Loke 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, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
5 Elect Nerine Tan Sheik Ping as Director Mgmt For For
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.
6 Approve Ernst & Young as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration
7 Approve Issuance of Equity or Equity-Linked Mgmt For For Securities without Preemptive Rights
8 Approve Implementation of Shareholders' Mgmt For For Mandate for Recurrent Related Party Transactions
9 Authorize Share Repurchase Program Mgmt For For
BID Corporation Limited
Meeting Date: 11/11/2016 Country: South Africa Meeting Type: Annual Ticker: BID
Primary ISIN: ZAE000216537 Primary SEDOL: BZBFKT7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Ordinary Resolutions Mgmt
1 Appoint KPMG as Auditors of the Company with Mgmt For For Mohammed Hassan as the Individual Registered Auditor
2.1 Elect Bernard Berson as Director Mgmt For For
2.2 Elect Paul Baloyi as Director Mgmt For For
Page 11 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
BID Corporation Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Douglas Band 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.
2.4 Elect Nigel Payne as Director Mgmt For For
2.5 Elect Helen Wiseman as Director Mgmt For For
2.6 Elect Dolly Mokgatle as Director Mgmt For For
2.7 Elect David Cleasby as Director Mgmt For For
2.8 Elect Brian Joffe as Director Mgmt For For
Voter Rationale:
Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
3.1 Elect Paul Baloyi as Member of the Audit and Mgmt For For Risk Committee
3.2 Elect Nigel Payne as Member of the Audit and Mgmt For For Risk Committee
3.3 Elect Helen Wiseman as Chairman of the Audit Mgmt For For and Risk Committee
4.1 Adopt Policy on Base Package and Benefits Mgmt For For
4.2 Adopt Policy on Short-Term Incentives Mgmt For For
4.3 Adopt Policy on Long-Term Incentives 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.
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 Pro Rata Reduction of Stated Capital in Mgmt For For lieu of Dividend
8 Authorise Creation and Issuance of Convertible Mgmt For For Debentures or Other Convertible Instruments
9 Authorise Ratification of Approved Resolutions Mgmt For For
Special Resolutions Mgmt
1 Authorise Repurchase of Issued Share Capital Mgmt For For
2 Approve Non-Executive Directors' Remuneration Mgmt For For
Page 12 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Bio-Techne Corporation
Meeting Date: 10/27/2016 Country: USA Meeting Type: Annual Ticker: TECH
Primary ISIN: US09073M1045 Primary SEDOL: BSHZ3Q0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Fix Number of Directors at Nine Mgmt For For
2a Elect Director Robert V. Baumgartner Mgmt For Against
Voter Rationale:
Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
2b Elect Director Charles A. Dinarello Mgmt For For
2c Elect Director John L. Higgins Mgmt For For
2d Elect Director Karen A. Holbrook Mgmt For For
2e Elect Director Charles R. Kummeth Mgmt For For
2f Elect Director Roger C. Lucas Mgmt For Against
Voter Rationale:
Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
2g Elect Director Roeland Nusse Mgmt For For
2h Elect Director Randolph C. Steer Mgmt For Against
Voter Rationale:
Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
2i Elect Director Harold J. Wiens Mgmt For For
3 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. Furthermore, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Moreover, 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 Ratify KPMG LLP as Auditors Mgmt For For
Page 13 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Buwog AG
Meeting Date: 10/14/2016 Country: Austria Meeting Type: Annual Ticker: BWO
Primary ISIN: AT00BUWOG001 Primary SEDOL: BLMP1D9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Receive Financial Statements and Statutory Mgmt Reports (Non-Voting)
2 Approve Allocation of Income Mgmt For For
3 Approve Discharge of Management Board Mgmt For For
4 Approve Discharge of Supervisory Board Mgmt For For
5 Approve Remuneration of Supervisory Board Mgmt For For Members
6 Ratify Auditors Mgmt For For
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.
7 Approve Stock Option Plan for Key Employees; Mgmt For Against Approve Creation of Pool of Conditional Capital to Guarantee Conversion Rights
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, options should be issued at no less than market price, except for an all-employee plan where the discount should not exceed 20% on a fixed date.
Campbell Soup Company
Meeting Date: 11/16/2016 Country: USA Meeting Type: Annual Ticker: CPB
Primary ISIN: US1344291091 Primary SEDOL: 2162845
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Bennett Dorrance Mgmt For Against
Voter Rationale:
Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Page 14 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Campbell Soup Company
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Randall W. Larrimore Mgmt For Against
Voter Rationale:
Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
1.3 Elect Director Marc B. Lautenbach Mgmt For For
1.4 Elect Director Mary Alice Dorrance Malone Mgmt For Against
Voter Rationale:
Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
1.5 Elect Director Sara Mathew Mgmt For For
1.6 Elect Director Keith R. McLoughlin Mgmt For For
1.7 Elect Director Denise M. Morrison Mgmt For For
1.8 Elect Director Charles R. Perrin Mgmt For Against
Voter Rationale:
Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
1.9 Elect Director Nick Shreiber Mgmt For For
1.10 Elect Director Tracey T. Travis Mgmt For For
1.11 Elect Director Archbold D. van Beuren Mgmt For For
1.12 Elect Director Les C. Vinney Mgmt For Against
Voter Rationale:
Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
2 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For For
Voter Rationale:
The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale:
Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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. Moreover, 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. Additionally, the remuneration committee should not allow vesting of incentive awards for below median performance.
Page 15 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Cardinal Health, Inc.
Meeting Date: 11/03/2016 Country: USA Meeting Type: Annual Ticker: CAH
Primary ISIN: US14149Y1082 Primary SEDOL: 2175672
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director David J. Anderson Mgmt For For
1.2 Elect Director Colleen F. Arnold Mgmt For For
1.3 Elect Director George S. Barrett 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 for preserving accountability.
1.4 Elect Director Carrie S. Cox Mgmt For For
1.5 Elect Director Calvin Darden Mgmt For For
1.6 Elect Director Bruce L. Downey Mgmt For For
1.7 Elect Director Patricia A. Hemingway Hall Mgmt For For
1.8 Elect Director Clayton M. Jones Mgmt For For
1.9 Elect Director Gregory B. Kenny Mgmt For For
1.10 Elect Director Nancy Killefer Mgmt For For
1.11 Elect Director David P. King Mgmt For For
2 Ratify Ernst & Young LLP as Auditors Mgmt For For
3 Amend Omnibus Stock Plan Mgmt For For
Voter Rationale:
This plan could lead to excessive dilution. Furthermore, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job.
4 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: As in the past several years, we continue to vote against the company’s proposed remuneration plans given that less than half of equity awards are earned by achieving specific performance targets. A larger percentage of the equity awards should be earned based on the achievement of pre-established performance conditions. At least 50% is a minimum good practice. 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.
China Everbright Bank Co., Ltd.
Meeting Date: 11/15/2016 Country: China Meeting Type: Special Ticker: 601818
Primary ISIN: CNE100000SL4 Primary SEDOL: B53SCQ5
Page 16 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
China Everbright Bank Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
EGM BALLOT FOR HOLDERS OF H SHARES Mgmt
SPECIAL RESOLUTIONS Mgmt
1 Approve Issuance of Qualified Tier-2 Capital Mgmt For For Instruments
2 Approve Plan and Authorization to Issue Mgmt For For Financial Bonds
3 Approve Establishment of Separate Legal Entity Mgmt For For for Credit Card Business
ORDINARY RESOLUTIONS Mgmt
1 Elect Wang Liguo as Director Mgmt For For
2 Elect Wang Zhe as Supervisor Mgmt For For
3 Approve Remuneration Standards of Chairman Mgmt For For and Vice-chairman of Supervisory Board for 2015
Cochlear Ltd.
Meeting Date: 10/18/2016 Country: Australia Meeting Type: Annual Ticker: COH
Primary ISIN: AU000000COH5 Primary SEDOL: 6211798
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Accept Financial Statements and Statutory Mgmt For For Reports
2.1 Approve the Remuneration Report Mgmt For For
3.1 Elect Yasmin Allen as Director Mgmt For For
3.2 Elect Donal O'Dwyer as Director Mgmt For For
4.1 Approve the Grant of Securities to Chris Smith, Mgmt For For Chief Executive Officer & President of the Company
Page 17 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Contact Energy Ltd.
Meeting Date: 10/12/2016 Country: New Zealand Meeting Type: Annual Ticker: CEN
Primary ISIN: NZCENE0001S6 Primary SEDOL: 6152529
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Elect Elena Trout as Director Mgmt For For
2 Elect Whaimutu Dewes as Director Mgmt For For
3 Elect Sue Sheldon as Director Mgmt For For
4 Authorize the Board to Fix Remuneration of the Mgmt For For Auditors 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.
Craneware plc
Meeting Date: 11/08/2016 Country: United Kingdom Meeting Type: Annual Ticker: CRW
Primary ISIN: GB00B2425G68 Primary SEDOL: B2425G6
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 Re-elect George Elliott as Director Mgmt For For
4 Re-elect Ron Verni as Director Mgmt For For
5 Re-elect Keith Neilson as Director Mgmt For For
6 Re-elect Craig Preston as Director Mgmt For For
7 Re-elect Colleen Blye as Director Mgmt For For
8 Re-elect Russ Rudish as Director Mgmt For For
9 Approve Final Dividend Mgmt For For
Page 18 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Craneware plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
10 Reappoint PricewaterhouseCoopers LLP as Mgmt For For Auditors and Authorise 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. Whilst non-audit fees exceed the amount paid in relation to the audit due to the low levels of fee paid this is not being raised as a concern in this circumstance.
11 Authorise Issue of Equity with Pre-emptive Mgmt For For Rights
12 Approve Long Term Incentive Plan Mgmt For For
13 Approve Schedule 4 Company Share Option Mgmt For For Plan
14 Approve Unapproved Company Share Option Mgmt For For Plan
15 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
16 Authorise Market Purchase of Ordinary Shares Mgmt For For
CSL Ltd.
Meeting Date: 10/12/2016 Country: Australia Meeting Type: Annual Ticker: CSL
Primary ISIN: AU000000CSL8 Primary SEDOL: 6185495
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2a Elect Marie McDonald as Director Mgmt For For
2b Elect Megan Clark as Director Mgmt For For
2c Elect Tadataka Yamada as Director Mgmt For For
3 Approve the Remuneration Report Mgmt For For
4 Approve the Grant of Performance Options and Mgmt For For Performance Rights to Paul Perreault, Chief Executive Officer and Managing Director of the Company
5 Approve the Increase in Maximum Aggregate Mgmt For For Remuneration of Non-Executive Directors
Page 19 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Dechra Pharmaceuticals plc
Meeting Date: 10/21/2016 Country: United Kingdom Meeting Type: Annual Ticker: DPH
Primary ISIN: GB0009633180 Primary SEDOL: 0963318
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
Voter Rationale:
Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.
3 Approve Final Dividend Mgmt For For
4 Elect William Rice as Director Mgmt For For
5 Re-elect Ian Page as Director Mgmt For For
6 Re-elect Anthony Griffin as Director Mgmt For For
7 Re-elect Ishbel Macpherson as Director Mgmt For For
8 Re-elect Julian Heslop as Director Mgmt For For
9 Reappoint PricewaterhouseCoopers LLP as Mgmt For For Auditors
10 Authorise Board to Fix Remuneration of Auditors Mgmt For For
11 Authorise Issue of Equity with Pre-emptive Mgmt For For Rights
12 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
13 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
14 Authorise Market Purchase of Ordinary Shares Mgmt For For
15 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice
Doric Nimrod Air Three Ltd
Meeting Date: 10/04/2016 Country: Guernsey Meeting Type: Annual Ticker: DNA3
Primary ISIN: GG00B92LHN58 Primary SEDOL: B92LHN5
Page 20 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Doric Nimrod Air Three Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Deloitte LLP as Auditors and Authorize Mgmt For For Board to Fix Their Remuneration
EBOS Group Limited
Meeting Date: 10/19/2016 Country: New Zealand Meeting Type: Annual Ticker: EBO
Primary ISIN: NZEBOE0001S6 Primary SEDOL: 6160038
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Elect Elizabeth Coutts 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.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. Finally, he nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
3 Elect Peter Williams 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 nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
4 Elect Mark Waller 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 Authorize the Board to Fix Remuneration of the Mgmt For For Auditors
Electra Consumer Products (1970) Ltd.
Meeting Date: 11/30/2016 Country: Israel Meeting Type: Annual Ticker: ECP
Primary ISIN: IL0050101299 Primary SEDOL: B536CY7
Page 21 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Electra Consumer Products (1970) Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Reappoint Kost, Forer, Gabbay, and Kasierer 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.
2.1 Reelect Daniel Zilkind as Director Until the End Mgmt For For of the Next Annual General Meeting Voter Rationale:
The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure an 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.
2.2 Reelect Michael Zilkind as Director Until the End Mgmt For Against of the Next Annual General Meeting 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.
2.3 Reelect Avraham Israeli as Director Until the Mgmt For For End of the Next Annual General Meeting
2.4 Elect Orly Ben Yosef as Director and Approve Mgmt For For Director's Remuneration
3 Increase Authorized Common Stock to Mgmt For Against 100,000,000 Shares Voter Rationale:
Any increase in capital greater than 50% of the issued share capital with pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company.
4 Amend Indemnification Policy Mgmt For For
5 Amend Articles Mgmt For For
A Vote FOR if you are a controlling shareholder or Mgmt None Against have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager.
B1 If you are an Interest Holder as defined in Mgmt None Against Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B2 If you are a Senior Officer as defined in Section Mgmt None Against 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B3 If you are an Institutional Investor as defined in Mgmt None For Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against.
Page 22 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
ENEA S.A.
Meeting Date: 12/15/2016 Country: Poland Meeting Type: Special Ticker: ENA
Primary ISIN: PLENEA000013 Primary SEDOL: B3F97B2
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
Shareholder Proposals Mgmt
5 Approve Remuneration Policy for Members of SH None Against 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.
6 Approve Remuneration Policy for Members of SH None Against Supervisory Board 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.
Management Proposal Mgmt
7 Close Meeting Mgmt
Enersis Chile S.A.
Meeting Date: 10/04/2016 Country: Chile Meeting Type: Special Ticker: ENERSIS-CH
Primary ISIN: CL0002266774 Primary SEDOL: BYMLZD6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Change Company Name to Enel Chile SA; Mgmt For For Amend Article 1
2 Amend Article 4 Mgmt For For
3 Amend Article 43 Mgmt For For
Page 23 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Enersis Chile S.A.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Remove Transitory Articles 2, 4, 5, 6, 7, 9 and Mgmt For For 10
5 Adopt All Necessary Agreements to Carry out Mgmt For For Proposed Article Reform; Grant Powers to Execute Resolutions Adopted by this General Meeting
Engie Energia Chile S.A.
Meeting Date: 10/28/2016 Country: Chile Meeting Type: Special Ticker: ECL
Primary ISIN: CL0001583070 Primary SEDOL: BWXTK30
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Pledges on Shares Owned by the Mgmt For For Company in Transmisora Electrica del Norte SA and on Loans Granted to Transmisora Electrica del Norte SA in order to Secure Financing in the Amount of USD 700 Million
2 Adopt All Necessary Agreements to Execute Mgmt For For Approved Resolutions
Ets Franz Colruyt
Meeting Date: 10/07/2016 Country: Belgium Meeting Type: Special Ticker: COLR
Primary ISIN: BE0974256852 Primary SEDOL: 5806225
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Special Meeting Mgmt
I.1 Receive Special Board Report Re: Employee Mgmt Stock Purchase Plan
I.2 Receive Special Auditor Report Re: Employee Mgmt Stock Purchase Plan
I.3 Approve Employee Stock Purchase Plan Up To Mgmt For For 1,000,000 Shares
I.4 Approve Fixing of the Price of Shares to Be Mgmt For For Issued
Page 24 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Ets Franz Colruyt
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
I.5 Eliminate Preemptive Rights Re: Item I.3 Mgmt For For
I.6 Approve Increase of Capital following Issuance Mgmt For For of Equity without Preemptive Rights Re: Item I.3
I.7 Approve Subscription Period Re: Item I.3 Mgmt For For
I.8 Authorize Board to Implement Approved Mgmt For For Resolutions and Fill Required Documents/Formalities at Trade Registry
II.1 Authorize Board to Repurchase Shares in the Mgmt For Against Event of a Serious and Imminent Harm and Under Normal Conditions Voter Rationale:
Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company. Furthermore, 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.
II.2 Authorize Reissuance of Repurchased Shares Mgmt For Against Re: Item II.1 Voter Rationale:
Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company. Furthermore, 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.
II.3 Authorize Board to Reissue Repurchased Shares Mgmt For Against in order to Prevent a Serious and Imminent Harm Voter Rationale:
Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company. Furthermore, 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.
II.4 Authorize Implementation of Approved Mgmt For Against Resolutions Voter Rationale:
Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company. Furthermore, 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.
Eutelsat Communications
Meeting Date: 11/04/2016 Country: France Meeting Type: Annual/Special Ticker: ETL
Primary ISIN: FR0010221234 Primary SEDOL: B0M7KJ7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Ordinary Business Mgmt
Page 25 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Eutelsat Communications
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Financial Statements and Statutory Mgmt For For Reports
2 Approve Consolidated Financial Statements and Mgmt For For Statutory Reports
3 Acknowledge Auditors' Special Report on Mgmt For For Related-Party Transactions
4 Approve Allocation of Income and Dividends of Mgmt For For EUR 1.10 per Share
5 Reelect Michel de Rosen 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 an 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 Reelect Carole Piwnica as Director Mgmt For For
7 Reelect Miriem Bensalah Chaqroun 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. Furthermore, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
8 Elect Rodolphe Belmer as Director Mgmt For For
9 Elect Fonds Strategique de Participations as Mgmt For For Director
10 Advisory Vote on Compensation of Michel de Mgmt For Against Rosen, CEO until Feb. 29, 2016 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.
11 Advisory Vote on Compensation of Rodolphe Mgmt For Against Belmer, CEO since Dec. 1, 2015 Voter Rationale:
Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.
12 Advisory Vote on Compensation of Michel Mgmt For For Azibert, Vice-CEO
13 Authorize Repurchase of Up to 10 Percent of Mgmt For For Issued Share Capital
Extraordinary Business Mgmt
14 Authorize Decrease in Share Capital via Mgmt For For Cancellation of Repurchased Shares
15 Authorize Filing of Required Documents/Other Mgmt For For Formalities
Page 26 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
FII BTG Pactual Corporate Office Fund
Meeting Date: 10/13/2016 Country: Brazil Meeting Type: Special Ticker: BRCR11
Primary ISIN: BRBRCRCTF000 Primary SEDOL: B51K694
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Remove Article 10 and Renumbering of Articles Mgmt For For
2 Amend Article 10 Mgmt For For
3 Amend Article 11 Mgmt For For
4 Add Article 12 and Renumbering of Articles Mgmt For For
5 Amend Article 14 Mgmt For For
6 Amend Article 16 Mgmt For For
7 Amend Article 18 Mgmt For For
8 Amend Article 22 Mgmt For For
9 Amend Article 26 Mgmt For For
10 Amend Article 41 Mgmt For For
11 Remove Article 49 and Renumbering of Articles 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.
12 Consolidate Bylaws Mgmt For For
13 Maintain Fund's Administration Fee 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.
First Pacific Co., Ltd.
Meeting Date: 10/19/2016 Country: Bermuda Meeting Type: Special Ticker: 142
Primary ISIN: BMG348041077 Primary SEDOL: 6339872
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Implementation Agreement and Mgmt For For Related Transactions
Page 27 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Fletcher Building Ltd.
Meeting Date: 10/18/2016 Country: New Zealand Meeting Type: Annual Ticker: FBU
Primary ISIN: NZFBUE0001S0 Primary SEDOL: 6341606
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Elect Antony Carter as Director Mgmt For For
2 Elect Alan Jackson as Director Mgmt For For
3 Elect Ralph Norris as Director Mgmt For For
4 Authorize the Board to Fix Remuneration of the Mgmt For For Auditors
Flight Centre Travel Group Ltd
Meeting Date: 11/09/2016 Country: Australia Meeting Type: Annual Ticker: FLT
Primary ISIN: AU000000FLT9 Primary SEDOL: 6352147
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Elect Gary Smith as Director Mgmt For For
2 Approve the 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 suffciently long period of time. Furthermore, the remuneration committee should consider deferring a proportion of the annual cash bonus into shares which would be more effective in retaining executives and ensuring that the annual and long-term performance objectives are aligned.
Freightways Ltd.
Meeting Date: 10/27/2016 Country: New Zealand Meeting Type: Annual Ticker: FRE
Primary ISIN: NZFREE0001S0 Primary SEDOL: 6687980
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Elect Peter Kean as Director Mgmt For For
Page 28 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Freightways Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Elect Mark Verbiest as Director Mgmt For For
3 Approve the Increase in Maximum Aggregate Mgmt For For Remuneration of Non-Executive Directors
4 Authorize Board to Fix Remuneration of the Mgmt For For Auditors
GCP Student Living plc
Meeting Date: 10/27/2016 Country: United Kingdom Meeting Type: Annual Ticker: DIGS
Primary ISIN: GB00B8460Z43 Primary SEDOL: B8460Z4
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 Re-elect Robert Peto as Director Mgmt For For
4 Re-elect Peter Dunscombe as Director Mgmt For For
5 Re-elect Malcolm Naish as Director Mgmt For For
6 Re-elect Marlene Wood as Director Mgmt For For
7 Reappoint Ernst & Young LLP as Auditors Mgmt For For
8 Authorise Board to Fix Remuneration of Auditors Mgmt For For
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.
9 Approve the Company's Dividend Policy Mgmt For For
10 Authorise Issue of Equity with Pre-emptive Mgmt For For Rights
11 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
12 Authorise Market Purchase of Ordinary Shares Mgmt For For
13 Authorise the Company to Call General Meeting Mgmt For For with Two Weeks' Notice
Page 29 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Guangzhou R&F Properties Co., Ltd.
Meeting Date: 11/21/2016 Country: China Meeting Type: Special Ticker: 2777
Primary ISIN: CNE100000569 Primary SEDOL: B19H8Y8
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
RESOLUTIONS RELATING TO THE PROPOSED Mgmt ISSUANCE OF DEBT FINANCING INSTRUMENTS
1.1 Approve Issuer in Relation to the Issuance of Mgmt For For Debt Financing Instruments
1.2 Approve Place of Issue in Relation to the Mgmt For For Issuance of Debt Financing Instruments
1.3 Approve Size of Issue in Relation to the Mgmt For For Issuance of Debt Financing Instruments
1.4 Approve Types of Debt Financing Instruments in Mgmt For For Relation to the Issuance of Debt Financing Instruments
1.5 Approve Method of Issue in Relation to the Mgmt For For Issuance of Debt Financing Instruments
1.6 Approve Use of Proceeds in Relation to the Mgmt For For Issuance of Debt Financing Instruments
2 Authorize Board to Deal with All Matters in Mgmt For For Relation to the Issuance of Debt Financing Instruments in the Inter-bank Bond Market
Haruyama Trading Co.
Meeting Date: 12/20/2016 Country: Japan Meeting Type: Special Ticker: 7416
Primary ISIN: JP3773600006 Primary SEDOL: 6419815
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Adoption of Holding Company Mgmt For For Structure and Transfer of Operations to Wholly Owned Subsidiary
Page 30 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Haruyama Trading Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Amend Articles To Change Company Name - Mgmt For Against Amend Business Lines - Authorize Share Buybacks at Board's Discretion - Indemnify Directors - Indemnify Statutory Auditors - Authorize Board to Determine Income Allocation
Voter Rationale:
Shareholders should be given the opportunity to approve all capital-related transactions. Shareholders should retain the right to approve the company's share repurchase policy. Furthermore, excess cash should be returned to shareholders when it is not otherwise invested. Shareholders should retain the right to approve the company's dividend policy.
Harvey Norman Holdings Ltd.
Meeting Date: 11/14/2016 Country: Australia Meeting Type: Annual Ticker: HVN
Primary ISIN: AU000000HVN7 Primary SEDOL: 6173508
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve the Financial Statements and Reports Mgmt For For of the Directors and Auditor
2 Approve the Remuneration Report Mgmt For For
Voter Rationale:
The long-term incentive plan is linked to a single performance target. Companies should base vesting levels on multiple performance criteria that reflect both absolute and relative financial metrics rather than a single performance criterion, and should stagger vesting to reward progressively better performance. Furthermore, the remuneration committee should consider introducing a clawback policy which would enable the board to recoup pay following gross misconduct or a material restatement. Finally, the remuneration committee should consider deferring a proportion of the annual cash bonus into shares which would be more effective in retaining executives and ensuring that the annual and long-term performance objectives are aligned.
3 Approve Declaration of Final Dividend Mgmt For For
4 Elect Kay Lesley Page as Director Mgmt For For
5 Elect Kenneth William Gunderson-Briggs as 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. Furthermore, 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. Finally, the nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
6 Elect David Matthew Ackery as Director Mgmt For For
7 Approve the Amendments to the Company's Mgmt For Against Constitution - Variation of Rights Voter Rationale:
The proposal is not in the interests of minority shareholders.
Page 31 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Harvey Norman Holdings Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
8 Approve the Amendments to the Company's Mgmt For Against Constitution - Alteration of Share Capital Voter Rationale:
Changes in company's articles or by-laws should not erode shareholder rights.
9 Approve the Amendments to the Company's Mgmt For For Constitution - Dividends
10 Approve the Amendments to the Company's Mgmt For Against Constitution - Capitalization Profits Voter Rationale:
Changes in company's articles or by-laws should not erode shareholder rights.
11 Approve the Amendments to the Company's Mgmt For For Constitution
Hellenic Telecommunications Organization SA
Meeting Date: 10/19/2016 Country: Greece Meeting Type: Special Ticker: HTO
Primary ISIN: GRS260333000 Primary SEDOL: 5051605
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Special Meeting Agenda Mgmt
1 Approve Related Party Transactions Mgmt For For
2 Approve Amendment of Brand License Mgmt For For Agreement
3 Various Announcements Mgmt
Hellenic Telecommunications Organization SA
Meeting Date: 12/22/2016 Country: Greece Meeting Type: Special Ticker: HTO
Primary ISIN: GRS260333000 Primary SEDOL: 5051605
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Special Meeting Agenda Mgmt
1 Approve Service Arrangement between OTE Mgmt For For S.A., OTE Group Companies, Deutsche Telecom AG and Telekom Deutschland Gmbh
Page 32 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Hellenic Telecommunications Organization SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Related Party Transactions Mgmt For For
3 Various Announcements Mgmt
Highlight Communications AG
Meeting Date: 12/30/2016 Country: Switzerland Meeting Type: Annual Ticker: HLG
Primary ISIN: CH0006539198 Primary SEDOL: 7649967
Did Not Vote Due to Ballot Shareblocking
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For Do Not Vote Reports
2 Approve Remuneration Report (Non-Binding) Mgmt For Do Not Vote
3 Approve Discharge of Board and Senior Mgmt For Do Not Vote Management
4.1 Approve Allocation of Income Mgmt For Do Not Vote
4.2 Approve Dividends of CHF 0.20 per Share from Mgmt For Do Not Vote Capital Contribution Reserves
5.1.1 Reelect Bernhard Burgener as Director Mgmt For Do Not Vote
5.1.2 Reelect Rene Camenzind as Director Mgmt For Do Not Vote
5.1.3 Reelect Martin Hellstern as Director Mgmt For Do Not Vote
5.1.4 Reelect Peter von Bueren as Director Mgmt For Do Not Vote
5.2 Reelect Bernhard Burgener as Board Chairman Mgmt For Do Not Vote
5.3.1 Appoint Martin Hellstern as Member of the Mgmt For Do Not Vote Compensation Committee
5.3.2 Appoint Rene Camenzind as Member of the Mgmt For Do Not Vote Compensation Committee
6 Ratify PricewaterhouseCoopers AG as Auditors Mgmt For Do Not Vote
7 Designate Advokatur Freiermuth as Mgmt For Do Not Vote Independent Proxy
Page 33 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Highlight Communications AG
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
8 Approve Maximum Remuneration of Board of Mgmt For Do Not Vote Directors in the Amount of CHF 200,000
9.1 Approve Maximum Fixed Remuneration of Mgmt For Do Not Vote Executive Committee in the Amount of CHF 2.4 Million
9.2 Approve Variable Remuneration of Executive Mgmt For Do Not Vote Committee in the Amount of CHF 1.68 Million
10 Transact Other Business (Voting) Mgmt For Do Not Vote
Himaraya Co.
Meeting Date: 11/25/2016 Country: Japan Meeting Type: Annual Ticker: 7514
Primary ISIN: JP3793500004 Primary SEDOL: 6433611
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 10
2 Amend Articles to Amend Business Lines Mgmt For For
3.1 Elect Director Komori, Yusaku Mgmt For For
3.2 Elect Director Goto, Tatsuya Mgmt For For
3.3 Elect Director Komori, Kazuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence.
3.4 Elect Director Suzuki, Yoshiharu Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence.
3.5 Elect Director Ono, Terufumi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence.
3.6 Elect Director Masu, Hironori Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence.
3.7 Elect Director Takatsuki, Atsushi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence.
Page 34 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Himaraya Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Approve Bonus Related to Retirement Bonus Mgmt For Against System Abolition Voter Rationale:
There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Industrial and Commercial Bank of China Limited
Meeting Date: 11/29/2016 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 Gu Shu as Director Mgmt For For
2 Elect Sheila Colleen Bair as Director Mgmt For For
3 Approve 2015 Remuneration Plan to Directors Mgmt For For and Supervisors
4 Elect Wang Jingdong as Director SH For For
Jack Henry & Associates, Inc.
Meeting Date: 11/10/2016 Country: USA Meeting Type: Annual Ticker: JKHY
Primary ISIN: US4262811015 Primary SEDOL: 2469193
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Matthew C. Flanigan Mgmt For For
Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.
1.2 Elect Director John F. Prim Mgmt For Withhold
Voter Rationale: Retiring CEOs should not assume the role of the Chairman as it may impact a proper balance of authority and responsibility between executive management and the board.
1.3 Elect Director Thomas H. Wilson, Jr. Mgmt For For
Page 35 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Jack Henry & Associates, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.4 Elect Director Jacque R. Fiegel Mgmt For For
Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.
1.5 Elect Director Thomas A. Wimsett Mgmt For For
1.6 Elect Director Laura G. Kelly Mgmt For Withhold
Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.
1.7 Elect Director Shruti S. Miyashiro Mgmt For For
1.8 Elect Director Wesley A. Brown Mgmt For For
2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: 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. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance.
3 Amend Qualified Employee Stock Purchase Plan Mgmt For For
4 Ratify PricewaterhouseCoopers, LLP as Auditors Mgmt For For
Jiangsu Expressway Co. Ltd.
Meeting Date: 10/27/2016 Country: China Meeting Type: Special Ticker: 177
Primary ISIN: CNE1000003J5 Primary SEDOL: 6005504
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
EGM BALLOT FOR HOLDERS OF H SHARES Mgmt
ELECT 1 EXECUTIVE DIRECTOR AND 1 Mgmt NON-EXECUTIVE DIRECTOR VIA CUMULATIVE VOTING
1.01 Elect Gu Dejun as Director Mgmt For For
1.02 Elect Wu Xinhua as Director Mgmt For For
Page 36 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Jumbo SA
Meeting Date: 11/02/2016 Country: Greece Meeting Type: Annual Ticker: BELA
Primary ISIN: GRS282183003 Primary SEDOL: 7243530
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Annual Meeting Agenda Mgmt
1 Ratify Previously Approved Decision on Mgmt For For Distribution of Special Dividend
2 Accept Financial Statements and Statutory Mgmt For For Reports
3a Approve Allocation of Income Mgmt For For
3b Approve Remuneration of Certain Board Mgmt For Against 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.
4 Approve Discharge of Board and Auditors Mgmt For For
5 Approve Auditors and Fix Their Remuneration 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 Remuneration of Independent Director Mgmt For For
7 Elect 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.
Juventus Football Club S.p.A.
Meeting Date: 10/25/2016 Country: Italy Meeting Type: Annual Ticker: JUVE
Primary ISIN: IT0000336518 Primary SEDOL: 7264809
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Ordinary Business Mgmt
1 Approve Financial Statements, Statutory Mgmt For For Reports, and Allocation of Income
Page 37 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Juventus Football Club S.p.A.
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.
K3 Business Technology Group plc
Meeting Date: 11/24/2016 Country: United Kingdom Meeting Type: Annual Ticker: KBT
Primary ISIN: GB00B00P6061 Primary SEDOL: B00P606
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Re-elect Paul Morland as Director Mgmt For For
3 Elect Jonathan Manley as Director Mgmt For For
4 Elect Adalsteinn Valdimarsson as Director Mgmt For For
5 Reappoint BDO LLP as Auditors and Authorise Mgmt For For Their Remuneration
6 Approve Final Dividend Mgmt For For
7 Authorise Issue of Equity with Pre-emptive Mgmt For For Rights
8 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
9 Authorise Market Purchase of Ordinary Shares Mgmt For For
Knafaim Holdings Ltd.
Meeting Date: 12/29/2016 Country: Israel Meeting Type: Annual/Special Ticker: KNFM
Primary ISIN: IL0005430173 Primary SEDOL: 6482527
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Discuss Financial Statements and the Report of Mgmt the Board
Page 38 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Knafaim Holdings Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Reappoint Brightman Almagor Zohar and Shoti Mgmt For Against as Auditors Voter Rationale:
Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
3.1 Reelect Shlomo Hanael as Director Until the End Mgmt For Against of the Next Annual General Meeting 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.
3.2 Reelect Tamar Mozes Borovitch as Director Until Mgmt For Against the End of the Next Annual General Meeting
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.
3.3 Reelect Yehuda Levi as Director Until the End of Mgmt For Against the Next Annual General Meeting 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.
3.4 Reelect Eran Ilan as Director Until the End of Mgmt For Against the Next Annual General Meeting 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.
3.5 Reelect Sofia Kimmerling as Director Until the Mgmt For Against End of the Next Annual General Meeting 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.
3.6 Reelect Nadav Palti as Director Until the End of Mgmt For Against the Next Annual General Meeting 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.
3.7 Reelect Yossi Fuchs as Director Until the End of Mgmt For Against the Next Annual General Meeting 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.
3.8 Reelect Dorit Ben Simon as Director Until the Mgmt For For End of the Next Annual General Meeting
3.9 Reelect Ami Erel as Director Until the End of the Mgmt For Against Next Annual General Meeting 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.
4 Amend Compensation Policy for the Directors Mgmt For Against and Officers 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.
5 Issue Updated Indemnification Agreements to Mgmt For For Directors/Officers
Page 39 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Knafaim Holdings Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
A Vote FOR if you are a controlling shareholder or Mgmt None Against have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager
Please Select Any Category Which Applies to Mgmt You as a Shareholder or as a Holder of Power of Attorney
B1 If you are an Interest Holder as defined in Mgmt None Against Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B2 If you are a Senior Officer as defined in Section Mgmt None Against 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B3 If you are an Institutional Investor as defined in Mgmt None For Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against.
Korea Electric Power Corp.
Meeting Date: 10/24/2016 Country: South Korea Meeting Type: Special Ticker: A015760
Primary ISIN: KR7015760002 Primary SEDOL: 6495730
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
4.1 Elect Kim Ju-seon as Member of Audit Mgmt For For Committee
4.2 Amend Articles of Incorporation Mgmt For For
Lendlease Group
Meeting Date: 11/11/2016 Country: Australia Meeting Type: Annual/Special Ticker: LLC
Primary ISIN: AU000000LLC3 Primary SEDOL: 6512004
Page 40 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Lendlease Group
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2a Elect David Craig as Director Mgmt For For
2b Elect David Ryan as Director Mgmt For For
2c Elect Michael Ullmer as Director Mgmt For For
2d Elect Nicola Wakefield Evans as Director Mgmt For For
3 Approve the Remuneration Report Mgmt For For
4 Approve the Allocations of Performance Mgmt For For Securities and Deferred Securities to Stephen McCann, Managing Director of the Company
5 Approve the Adoption of a New Constitution Mgmt For Against
LUZ DEL SUR S.A.A.
Meeting Date: 10/11/2016 Country: Peru Meeting Type: Special Ticker: LUSURC1
Primary ISIN: PEP702521001 Primary SEDOL: 2485263
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Voluntary Revaluation of Fixed Assets Mgmt For For
2 Appoint Legal Representatives Mgmt For For
LUZ DEL SUR S.A.A.
Meeting Date: 12/12/2016 Country: Peru Meeting Type: Special Ticker: LUSURC1
Primary ISIN: PEP702521001 Primary SEDOL: 2485263
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Simple Reorganization Plan of Mgmt For For Company Via Transfer of an Equity Block to Inland Energy SAC
Page 41 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
LUZ DEL SUR S.A.A.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Appoint Legal Representatives Mgmt For For
Mercury NZ Limited
Meeting Date: 11/03/2016 Country: New Zealand Meeting Type: Annual Ticker: MCY
Primary ISIN: NZMRPE0001S2 Primary SEDOL: B8W6K56
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Elect Joan Withers as Director Mgmt For For
2 Elect James Miller as Director Mgmt For For
Meridian Energy Ltd.
Meeting Date: 10/28/2016 Country: New Zealand Meeting Type: Annual Ticker: MEL
Primary ISIN: NZMELE0002S7 Primary SEDOL: BWFD052
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Elect Jan Dawson as Director Mgmt For For
2 Elect Chris Moller as Director Mgmt For For
3 Approve the Increase in Maximum Aggregate Mgmt For For Remuneration of Non-Executive Directors
NWS Holdings Limited
Meeting Date: 11/21/2016 Country: Bermuda Meeting Type: Annual Ticker: 659
Primary ISIN: BMG668971101 Primary SEDOL: 6568353
Page 42 of 63
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Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
NWS Holdings 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 Oei Fung Wai Chi, Grace as Director Mgmt For For
3b Elect Tsang Yam Pui as Director Mgmt For For
3c Elect To Hin Tsun, Gerald 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.
3d Elect Dominic Lai 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. Furthermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
3e Elect Kwong Che Keung, Gordon 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. Furthermore, 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. Additionally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, 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.
3f 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.
3g 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.
5.1 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.
Page 43 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
NWS Holdings Limited
Meeting Date: 12/29/2016 Country: Bermuda Meeting Type: Special Ticker: 659
Primary ISIN: BMG668971101 Primary SEDOL: 6568353
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Sale and Purchase Agreement and Mgmt For For Related Transactions
Ocean Shore Holding Co.
Meeting Date: 11/22/2016 Country: USA Meeting Type: Special Ticker: OSHC
Primary ISIN: US67501R1032 Primary SEDOL: B58Y8L5
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Merger Agreement Mgmt For For
2 Advisory Vote on Golden Parachutes Mgmt For Against
Voter Rationale:
Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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.
3 Adjourn Meeting Mgmt For For
Oil-Dri Corporation of America
Meeting Date: 12/13/2016 Country: USA Meeting Type: Annual Ticker: ODC
Primary ISIN: US6778641000 Primary SEDOL: 2657794
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director J. Steven Cole Mgmt For Withhold
Voter Rationale:
Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, 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.
Page 44 of 63
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Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Oil-Dri Corporation of America
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Daniel S. Jaffee Mgmt For For
Voter Rationale:
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. Furthermore, 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.
1.3 Elect Director Richard M. Jaffee Mgmt For Withhold
Voter Rationale:
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. Furthermore, retiring CEOs should not assume the role of the Chairman as it may impact a proper balance of authority and responsibility between executive management and the board. Moreover, 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.
1.4 Elect Director Joseph C. Miller Mgmt For Withhold
Voter Rationale:
Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, the compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, 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. Additionally, executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. Support for compensation committee members is not warranted, in light of a pay-for-performance misalignment driven by the CEO's substantial equity awards for which metrics and goals are not disclosed.
1.5 Elect Director Michael A. Nemeroff Mgmt For Withhold
Voter Rationale:
The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, directors with significant business ties to the company are not sufficiently independent to serve on key committtes. Moreover, 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. Additionally, executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. Support for compensation committee members is not warranted, in light of a pay-for-performance misalignment driven by the CEO's substantial equity awards for which metrics and goals are not disclosed.
1.6 Elect Director George C. Roeth Mgmt For For
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.
1.7 Elect Director Allan H. Selig Mgmt For Withhold
Voter Rationale:
Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, 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, executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. Support for compensation committee members is not warranted, in light of a pay-for-performance misalignment driven by the CEO's substantial equity awards for which metrics and goals are not disclosed.
1.8 Elect Director Paul E. Suckow Mgmt For For
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.
Page 45 of 63
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Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
Oil-Dri Corporation of America
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.9 Elect Director Lawrence E. Washow Mgmt For For
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 Ratify Grant Thornton LLP as Auditors Mgmt For For
Orbis S.A.
Meeting Date: 11/29/2016 Country: Poland Meeting Type: Special Ticker: ORB
Primary ISIN: PLORBIS00014 Primary SEDOL: 5349173
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Open Meeting and Elect Meeting Chairman Mgmt For For
2 Acknowledge Proper Convening of Meeting Mgmt
3 Elect Members of Vote Counting Commission Mgmt For For
4 Approve Agenda of Meeting Mgmt For For
5 Approve Sale of Organized Part of Enterprise Mgmt For For Hotel Mercure Opole
PGE Polska Grupa Energetyczna SA
Meeting Date: 12/14/2016 Country: Poland Meeting Type: Special Ticker: PGE
Primary ISIN: PLPGER000010 Primary SEDOL: B544PW9
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
Page 46 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 10/01/2016 to 12/31/2016
PGE Polska Grupa Energetyczna SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Resolve Not to Elect Members of Vote Counting Mgmt For For Commission
Shareholder Proposals Mgmt
6 Approve Remuneration Policy for Management SH None Against 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.
7 Approve Remuneration Policy for Supervisory SH None Against Board Members Voter Rationale: Companies should provide sufficient information on supervisory board 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.
8 Amend Statute Re: Corporate Purpose SH None For
9 Approve Decision on Covering Costs of SH None Against Convocation of General Meeting of Shareholders
Voter Rationale: Given that the meeting was convened by the Polish State Treasury, controlling shareholder of the Company, any expenses in relation to the convocation of the EGM should not be borne by the Company and its remaining shareholders.
Management Proposal Mgmt
10 Close Meeting Mgmt
Polskie Gornictwo Naftowe i Gazownictwo S.A. (PGNiG)
Meeting Date: 11/24/2016 Country: Poland Meeting Type: Special Ticker: PGN
Primary ISIN: PLPGNIG00014 Primary SEDOL: B0L9113
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Management Proposals Mgmt
1 Open Meeting Mgmt
2 Elect Meeting Chairman Mgmt For For
3 Prepare List of Shareholders Mgmt
4 Acknowledge Proper Convening of Meeting Mgmt
5 Approve Agenda of Meeting Mgmt For For
Page 47 of 63
SEI Investments (Europe) Ltd - Joy Global All Votes Report
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Polskie Gornictwo Naftowe i Gazownictwo S.A. (PGNiG)
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Amend EGM Aug. 25, 2016, Resolution Re: Mgmt For Against Authorize Share Repurchase Program and Cancellation of Repurchased Shares 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 Purchase of Orient Hotel for In-Kind Mgmt For For Contribution
8.1 Approve Share Cancellation Mgmt For For
8.2 Approve Reduction in Share Capital and Mgmt For For Creation of Capital Reserve
9 Amend Statute Mgmt For For
Shareholder Proposals Mgmt
10 Approve Structure of Remuneration of SH None Against Management Board Voter Rationale: We voted against because the proponent has not provided sufficient information to enable shareholders to cast an informed vote.
11 Approve Changes in Composition of Supervisory SH None Against Board Voter Rationale: We voted against because the proponent has not provided sufficient information to enable shareholders to cast an informed vote.
Management Proposal Mgmt
12 Close Meeting Mgmt
Precinct Properties New Zealand Limited
Meeting Date: 11/17/2016 Country: New Zealand Meeting Type: Annual Ticker: PCT
Primary ISIN: NZAPTE0001S3 Primary SEDOL: 6093275
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Elect Donald Huse as Director Mgmt For For
2 Elect Graeme Wong as Director Mgmt For For
4 Authorize the Board to Fix Remuneration of the Mgmt For For Auditors
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Provident Financial Holdings, Inc.
Meeting Date: 11/17/2016 Country: USA Meeting Type: Annual Ticker: PROV
Primary ISIN: US7438681014 Primary SEDOL: 2136055
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Joseph P. Barr 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, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
1.2 Elect Director Bruce W. Bennett 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, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
1.3 Elect Director Debbi H. Guthrie 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, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
2 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation Voter Rationale:
Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, 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.
3 Ratify Deloitte & Touche LLP as Auditors Mgmt For For
PT Central Proteinaprima Tbk
Meeting Date: 10/07/2016 Country: Indonesia Meeting Type: Special Ticker: CPRO
Primary ISIN: ID1000105000 Primary SEDOL: B1HPWC0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Elect Directors and Commissioners Mgmt For Against
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PT Central Proteinaprima Tbk
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
The company should ensure that the names and biographical details of directors and commissioners are disclosed to allow for informed judgements on their suitability and independence. Furthermore, the board should submit directors and commissioners for re-election individually, rather than as a single slate to enable shareholders to hold them individually accountable for their performance.
Samsung Electronics Co. Ltd.
Meeting Date: 10/27/2016 Country: South Korea Meeting Type: Special Ticker: A005930
Primary ISIN: KR7005930003 Primary SEDOL: 6771720
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for GDR Holders Mgmt
1 Approve Spin-Off Agreement Mgmt For For
2.1.1 Elect Lee Jae-yong as Inside Director Mgmt For For
Singapore Telecommunications Limited
Meeting Date: 10/14/2016 Country: Singapore Meeting Type: Special Ticker: Z74
Primary ISIN: SG1T75931496 Primary SEDOL: B02PY22
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Proposed Acquisition of Shares in Mgmt For For Intouch Holdings Public Company Limited,the Proposed Acquisition of Shares in Bharti Telecom Limited, and the Proposed Placement of Shares in Singapore Telecommunications Limited
Spark New Zealand Limited
Meeting Date: 11/04/2016 Country: New Zealand Meeting Type: Annual Ticker: SPK
Primary ISIN: NZTELE0001S4 Primary SEDOL: 6881500
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Spark New Zealand Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Authorize the Board to Fix Remuneration of the Mgmt For For Auditors
2 Elect Simon Moutter as Director Mgmt For For
3 Elect Justine Smyth as Director Mgmt For For
4 Elect Ido Leffler as Director Mgmt For For
5 Elect Alison Gerry as Director Mgmt For For
6 Elect Alison Barrass as Director Mgmt For For
STEP CO., LTD.
Meeting Date: 12/17/2016 Country: Japan Meeting Type: Annual Ticker: 9795
Primary ISIN: JP3399700008 Primary SEDOL: 6791999
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 16
2.1 Elect Director Tatsui, Kyoji Mgmt For For
2.2 Elect Director Takahashi, Toyoaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Umezawa, Naoyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Arai, Noriaki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Takase, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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STEP CO., LTD.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Endo, Yosuke Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Daikoku, Akiyoshi Mgmt For Against
Voter Rationale:
The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. We encourage boards by 2017 to establish one-third independence. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Kawai, Eiji Mgmt For For
2.9 Elect Director Kijima, Fumiyoshi Mgmt For For
3 Appoint Alternate Statutory Auditor Matsuda, Mgmt For For Mariko
Stockland
Meeting Date: 10/26/2016 Country: Australia Meeting Type: Annual/Special Ticker: SGP
Primary ISIN: AU000000SGP0 Primary SEDOL: 6850856
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Elect Stephen Newton as Director Mgmt For For
3 Elect Barry Neil as Director Mgmt For For
4 Elect Carol Schwartz as Director Mgmt For For
5 Approve the Remuneration Report Mgmt For For
6 Approve the Grant of 619,579 Performance Mgmt For For Rights to Mark Steinert, Managing Director of the Company
7 Approve the Termination Benefits Mgmt For For
Sysco Corporation
Meeting Date: 11/16/2016 Country: USA Meeting Type: Annual Ticker: SYY
Primary ISIN: US8718291078 Primary SEDOL: 2868165
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Sysco Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1a Elect Director Daniel J. Brutto Mgmt For For
1b Elect Director John M. Cassaday Mgmt For For
1c Elect Director Judith B. Craven Mgmt For Against
Voter Rationale:
The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
1d Elect Director William J. DeLaney Mgmt For For
1e Elect Director Joshua D. Frank Mgmt For For
1f Elect Director Larry C. Glasscock Mgmt For For
1g Elect Director Jonathan Golden Mgmt For For
1h Elect Director Bradley M. Halverson Mgmt For For
1i Elect Director Hans-Joachim Koerber Mgmt For For
1j Elect Director Nancy S. Newcomb Mgmt For For
1k Elect Director Nelson Peltz Mgmt For For
1l Elect Director Edward D. Shirley Mgmt For For
1m Elect Director Richard G. Tilghman Mgmt For Against
Voter Rationale:
The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
1n Elect Director Jackie M. Ward Mgmt For Against
Voter Rationale:
The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale:
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. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
3 Ratify Ernst & Young LLP as Auditors Mgmt For For
4 Pro-rata Vesting of Equity Awards SH Against For
Voter Rationale:
In the case of a change of control, equity should only vest if an executive is not offered employment in the new company, a so-called double trigger.
Tabcorp Holdings Ltd.
Meeting Date: 10/25/2016 Country: Australia Meeting Type: Annual Ticker: TAH
Primary ISIN: AU000000TAH8 Primary SEDOL: 6873262
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Tabcorp Holdings Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2a Elect Paula Dwyer as Director Mgmt For For
2b Elect Justin Milne as Director Mgmt For For
3 Approve the Remuneration Report Mgmt For Against
4 Approve the Grant of Performance Rights to Mgmt For For David Attenborough, Managing Director and Chief Executive Officer of the Company
5 Approve the Increase in Maximum Aggregate Mgmt None Against Remuneration of Non-Executive Directors Voter Rationale: There is sufficient headroom under the current fee cap to appoint two additional non-executive directors, the requested increase of 25 percent is considered excessive, the current level of non-executive director fees are well in excess of market capitalization peers in the ASX 76-100 peer group, and resolution of the AUSTRAC and Australian Federal Police matter is considered necessary before there is any increase in fees.
Tatts Group Ltd.
Meeting Date: 10/27/2016 Country: Australia Meeting Type: Annual Ticker: TTS
Primary ISIN: AU000000TTS5 Primary SEDOL: B0CRCP7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve the Remuneration 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.
2a Elect Brian Jamieson as Director Mgmt For For
2b Elect Julien Playoust as Director Mgmt For For
3 Approve the Grant of Performance Rights to Mgmt For For Robbie Cooke, Chief Executive Officer of the Company
Tele2 AB
Meeting Date: 10/27/2016 Country: Sweden Meeting Type: Special Ticker: TEL2 B
Primary ISIN: SE0005190238 Primary SEDOL: B97C733
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Tele2 AB
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Open Meeting Mgmt
2 Elect Chairman of Meeting Mgmt For For
3 Prepare and Approve List of Shareholders Mgmt For For
4 Approve Agenda of Meeting Mgmt For For
5 Designate Inspector(s) of Minutes of Meeting Mgmt For For
6 Acknowledge Proper Convening of Meeting Mgmt For For
7 Approve Creation of Pool of Capital with Mgmt For For Preemptive Rights
8 Close Meeting Mgmt
Tenaga Nasional Berhad
Meeting Date: 12/15/2016 Country: Malaysia Meeting Type: Annual Ticker: TENAGA
Primary ISIN: MYL5347OO009 Primary SEDOL: 6904612
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Final Dividend Mgmt For For
2 Approve Remuneration of Directors Mgmt For For
3 Elect Hashmuddin bin Mohammad as Director Mgmt For For
4 Elect Gee Siew Yoong as Director Mgmt For For
5 Elect Noraini binti Che Dan as Director Mgmt For For
6 Elect Manaf bin Hashim as Director Mgmt For For
7 Elect Sakthivel a/l Alagappan as Director Mgmt For For
8 Elect Leo Moggie as Director Mgmt For For
9 Elect Siti Norma binti Yaakob as Director Mgmt For For
10 Elect Zainal Abidin bin Putih 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.
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Tenaga Nasional Berhad
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
11 Approve PricewaterhouseCoopers as Auditors 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.
12 Approve Grant and Allotment of Shares to Nur Mgmt For Against Aishah binti Azman Under the LTIP Voter Rationale:
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.
13 Approve Grant and Allotment of Shares to Mgmt For Against Ahmad Firdaus bin Azman Under the LTIP Voter Rationale:
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.
14 Approve Grant and Allotment of Shares to Mgmt For Against Aswad bin Ameir Under the LTIP Voter Rationale:
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.
15 Authorize Share Repurchase Program Mgmt For For
The Clorox Company
Meeting Date: 11/16/2016 Country: USA Meeting Type: Annual Ticker: CLX
Primary ISIN: US1890541097 Primary SEDOL: 2204026
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Amy Banse Mgmt For For
1.2 Elect Director Richard H. Carmona Mgmt For For
1.3 Elect Director Benno Dorer 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 for preserving accountability.
1.4 Elect Director Spencer C. Fleischer Mgmt For For
1.5 Elect Director Esther Lee Mgmt For For
1.6 Elect Director A.D. David Mackay Mgmt For For
Page 56 of 63
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The Clorox Company
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.7 Elect Director Robert W. Matschullat Mgmt For Against
Voter Rationale:
The nominating committee should remove directors who have long board tenure from committees that require absolute independence. Furthermore, former employees or company founders are not sufficiently independent to serve on key board committees. Listing standard assumptions that independence can be restored after a five-year "cooling off" period are incorrect.
1.8 Elect Director Jeffrey Noddle Mgmt For For
1.9 Elect Director Pamela Thomas-Graham Mgmt For For
1.10 Elect Director Carolyn M. Ticknor Mgmt For For
1.11 Elect Director Christopher J. Williams Mgmt For For
2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale:
Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Moroever, 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.
3 Ratify Ernst & Young LLP as Auditors Mgmt For For
4 Approve Reduction of Threshold to Call Special SH Against For Meetings to 10% of Outstanding Shares
Voter Rationale:
Holders of significant share capital should be entitled to call a special meeting.
The Procter & Gamble Company
Meeting Date: 10/11/2016 Country: USA Meeting Type: Annual Ticker: PG
Primary ISIN: US7427181091 Primary SEDOL: 2704407
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1a Elect Director Francis S. Blake Mgmt For For
1b Elect Director Angela F. Braly Mgmt For For
1c Elect Director Kenneth I. Chenault Mgmt For For
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.
1d Elect Director Scott D. Cook Mgmt For Against
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
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The Procter & Gamble Company
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1e Elect Director Terry J. Lundgren Mgmt For For
1f Elect Director W. James McNerney, Jr. Mgmt For Against
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
1g Elect Director David S. Taylor 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 for preserving accountability.
1h Elect Director Margaret C. Whitman Mgmt For For
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.
1i Elect Director Patricia A. Woertz Mgmt For For
1j Elect Director Ernesto Zedillo Mgmt For Against
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
2 Ratify Deloitte & Touche LLP as Auditors Mgmt For For
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance.
4 Report on Consistency Between Corporate SH Against Abstain Values and Political Activities Voter Rationale: The proposal is overly prescriptive but we share the proponent's concern over the potential risks of political and electioneering contributions that are inconsistent with the company's stated policies. The company should strive to align its political contribution expenditure with stated policies and strategies. The company provides reasonable disclosure of its political donations.
5 Report on Application of Company SH Against Against Non-Discrimination Policies in States with Pro-Discrimination Laws Voter Rationale: The company's current policies and practices substantially address the concerns raised in this proposal.
Treasury Wine Estates Ltd.
Meeting Date: 11/10/2016 Country: Australia Meeting Type: Annual Ticker: TWE
Primary ISIN: AU000000TWE9 Primary SEDOL: B61JC67
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Treasury Wine Estates Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2a Elect Paul Rayner as Director Mgmt For For
2b Elect Warwick Every-Burns as Director Mgmt For For
2c Elect Peter Hearl as Director Mgmt For For
2d Elect Lauri Shanahan as Director Mgmt For For
3 Approve Proportional Takeover Provision Mgmt For For
4 Approve the Remuneration Report Mgmt For For
5 Approve the Grant of Performance Rights to Mgmt For For Michael Clarke, Chief Executive Officer and Executive Director of the Company
6 Approve the Increase in Maximum Aggregate Mgmt None For Remuneration of Non-Executive Directors
Tritax Big Box REIT plc
Meeting Date: 10/17/2016 Country: United Kingdom Meeting Type: Special Ticker: BBOX
Primary ISIN: GB00BG49KP99 Primary SEDOL: BG49KP9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Authorise Issue of Equity Pursuant to the Mgmt For For Capital Raising
2 Authorise Issue of Equity with Pre-emptive Mgmt For For Rights
3 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights Pursuant to the Capital Raising
4 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
Wesfarmers Ltd.
Meeting Date: 11/10/2016 Country: Australia Meeting Type: Annual Ticker: WES
Primary ISIN: AU000000WES1 Primary SEDOL: 6948836
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Wesfarmers Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2a Elect Anthony (Tony) John Howarth as Director Mgmt For For
2b Elect Wayne G. Osborn Director Mgmt For For
2c Elect Vanessa M. Wallace as Director Mgmt For For
2d Elect Jennifer A. Westacott as Director Mgmt For For
3 Approve the Remuneration Report Mgmt For For
Voter Rationale:
The remuneration report does not articulate how executives performed against historic performance targets. The board should articulate how bonus payments reflect prior year performance, as well as outlining forward-looking targets that underpin long-term incentive plans.
4 Approve the Grant of Performance Rights to Mgmt For For Richard Goyder, Group Managing Director of the Company
5 Approve the Grant of Performance Rights to Mgmt For For Terry Bowen, Finance Director of the Company
Woori Bank
Meeting Date: 12/30/2016 Country: South Korea Meeting Type: Special Ticker: A000030
Primary ISIN: KR7000030007 Primary SEDOL: BSP5RP9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Amend Articles of Incorporation Mgmt For For
2.1 Elect Ro Sung-tae as Outside Director Mgmt For For
2.2 Elect Park Sang-yong as Outside Director Mgmt For For
2.3 Elect Zhiping Tian as Outside Director Mgmt For For
2.4 Elect Chang Dong-woo as Outside Director Mgmt For For
3 Elect Shin Sang-hoon as Outside Director Mgmt For For
4 Elect Chang Dong-woo as Member of Audit Mgmt For For Committee
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YouGov plc
Meeting Date: 12/07/2016 Country: United Kingdom Meeting Type: Annual Ticker: YOU
Primary ISIN: GB00B1VQ6H25 Primary SEDOL: B1VQ6H2
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 Reappoint PricewaterhouseCoopers LLP as Mgmt For For Auditors
4 Authorise Board to Fix Remuneration of Auditors Mgmt For For
5 Re-elect Roger Parry as Director Mgmt For For
6 Re-elect Ben Elliot as Director Mgmt For For
7 Approve Final Dividend Mgmt For For
8 Authorise Issue of Equity with Pre-emptive Mgmt For For Rights
9 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
YTL Corporation Berhad
Meeting Date: 11/22/2016 Country: Malaysia Meeting Type: Annual Ticker: YTL
Primary ISIN: MYL4677OO000 Primary SEDOL: 6436126
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Elect Yeoh Seok Kian as Director Mgmt For For
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.
2 Elect Yeoh Soo Keng as Director Mgmt For For
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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YTL Corporation Berhad
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Elect Mark Yeoh Seok Kah as Director Mgmt For For
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 Elect Ahmad Fuaad Bin Mohd Dahalan as Mgmt For For Director
5 Elect Yeoh Tiong Lay as Director Mgmt For For
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. 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.
6 Elect Eu Peng Meng @ Leslie Eu 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, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
7 Approve Remuneration of Directors Mgmt For For
8 Approve Auditors and Authorize Board to Fix Mgmt For For Their Remuneration
9 Approve Cheong Keap Tai to Continue Office as Mgmt For For Independent Non-Executive Director
10 Approve Eu Peng Meng @ Leslie Eu to Continue Mgmt For Against Office as Independent Non-Executive Director
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, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
11 Approve Issuance of Equity or Equity-Linked Mgmt For For Securities without Preemptive Rights
12 Authorize Share Repurchase Program Mgmt For For
13 Approve Implementation of Shareholders' Mgmt For For Mandate for Recurrent Related Party Transactions
Zhejiang Expressway Co., Ltd.
Meeting Date: 12/28/2016 Country: China Meeting Type: Special Ticker: 576
Primary ISIN: CNE1000004S4 Primary SEDOL: 6990763
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Zhejiang Expressway Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Share Purchase Agreement and Mgmt For For Related Transactions
2 Approve Interim Dividend Mgmt For For
3 Elect He Meiyun as Supervisor Mgmt For For
4 Approve Issuance of H Share Convertible Bonds Mgmt For Against 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. Furthermore, any issuance of shares at a significant discount to the market price should be approved by shareholders prior to such issuance and not as a part of routine share issuance authorities.
5 Amend Articles of Association Mgmt For For
Zhongmin Baihui Retail Group Ltd.
Meeting Date: 10/07/2016 Country: Singapore Meeting Type: Special Ticker: 5SR
Primary ISIN: SG2C76966531 Primary SEDOL: B3QYDB8
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Authorize Share Repurchase Program Mgmt For For
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