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Impax Asset Management

PRI reporting framework 2017

Export Public Responses

You are in Direct - Listed Equity Active Ownership » (Proxy) voting and shareholder resolutions » Outputs and outcomes

Outputs and outcomes

LEA 23. Percentage of (proxy) votes cast

23.1. For listed equities where you and/or your service provider have the mandate to issue (proxy) voting instructions, indicate the percentage of votes cast during the reporting year.

Votes cast (to the nearest 1%)

97 %

Specify the basis on which this percentage is calculated

23.2. Explain your reason(s) for not voting certain holdings

23.3. Additional information. [Optional]

LEA 24. Proportion of ballot items that were for/against/abstentions

24.1. Indicate if you track the voting instructions that you and/or your service provider on your behalf have issued.

24.2. Of the voting instructions that you and/or third parties on your behalf issued, indicate the proportion of ballot items that were:

Voting instructions
Breakdown as percentage of votes cast
For (supporting) management recommendations
92 %
Against (opposing) management recommendations
8 %
0 %

24.3. Describe the actions you take after voting against management recommendations.

          Our approach towards voting in 2016 remained similar to previous years, in that it is closely linked to our ESG-analysis and we closely follow AGM/proxy statement developments at our companies from year to year. These are catalysts to many of our governance-related company engagements. We pay particular attention to votes and related engagements in the companies where we have large shareholdings. A specific proxy-related engagement has been on companies with "entrenched boards" (average tenure >10 years and no new directors in the last 5 years). We have endeavoured to engage with these companies pre voting and at least afterwards, to seek improvement. We have found that companies with entrenched boards, management diversity tends to be weaker, but these companies are also more often laggards in terms of development of robust sustainability processes and reporting.

24.4. Additional information. [Optional]

LEA 25. Shareholder resolutions

New selection options have been added to this indicator. Please review your prefilled responses carefully.

25.1. Indicate if your organisation directly or via a service provider filed or co-filed any ESG shareholder resolutions during the reporting year.

25.6. Additional information. [Optional]

We believe that we can be more constructive and ultimately in the long-term more influential with our investee companies, if we interact and engage directly with the company on specific concerns. Public statements or filing resolutions would be last resort activities in exceptional circumstances of escalation.

LEA 26. Examples of (proxy) voting activities

New selection options have been added to this indicator. Please review your prefilled responses carefully.

26.1. Provide examples of the (proxy) voting activities that your organisation and/or service provider carried out during the reporting year.

Topic or ESG issue
          Entrenched board, US water infrastructure company.
Decision made by

Engage with company regarding an entrenched board structure.

Scope and Process

Company board is increasingly entrenched with 7/9 directors having served on the board for 8-10 years (since spin-off) and the latest new director was appointed 4 years ago. The average tenure is not that high (as the directors have mostly worked together since the spin-off 10 years ago), but we would much rather see a spread of a few new directors, some who have served ~ 5-10 years and a few who have been longer (not possible here). We also note that 5/9 directors today, also still serve at the previous parent’s board, which seems “clubby” and not dynamic for a company that has been independent for 10 years. While age and experience is valuable, many companies have policies in place for tenure/age. Here all directors who have served for 8-10 years are in their 70s and 80s, adding to the sense of entrenchment. We believe that the most effective boards have a variety and diversity of tenure, experience, gender and even age. To express this view we have therefore withheld our vote on the two directors most directly responsible for the development of the board structure, i.e. the Chair of the Board and the Chair of the Nominations committee.


Fed-back ahead of vote to company voting representatives. Call to discuss the board structure post-AGM. This engagement is still on-going.

Topic or ESG issue
          Lack of transparency and disclosures regarding director employment terms and remuneration. Israeli water infrastructure company.
Decision made by

Clarification regarding new Director employment terms and compensation for AGM resolution, lack of transparency. Objective to avoid weak transparency in the future.

Scope and Process

Emailed the company General Counsel before vote and AGM with our concerns.


Company clarified the employment terms and compensation structures of the new director, which were all satisfactory. We voted FOR this particular resolution as part of the AGM, but pointed out to the company the importance of transparency and also the timely engagement with the proxy voting advisers (who recommended voting AGAINST due to lack of transparency).

Topic or ESG issue
          Shareholder resolution requesting sustainability reporting. US energy efficiency company.
Decision made by

Company has faced several years of shareholder resolutions calling for an introduction of sustainability reporting. At the 2016 AGM 60% of shareholders (including Impax) voted for the introduction of a sustainability report by the company. Impax wrote a letter to the company to highlight the importance and benefit with reporting. We also raised the issue about the company's entrenched board structure.  

Scope and Process

Impax wrote a letter to the company to highlight the importance and benefit with reporting. We also raised the issue about the company's entrenched board structure.  


Company was unresponsive, despite several contacts. A few months later, it was announced that the company was being acquired.

26.2. Additional information. [Optional]