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ACTIAM

PRI reporting framework 2017

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

(Proxy) voting and shareholder resolutions

Overview

LEA 17. Voting policy & approach

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

17.1. Indicate whether your organisation has a formal voting policy.

17.2. Indicate what your voting policy covers:

other description

          Region-specific policies, policies for shareholder resolutions, criteria for focus themes climate, water and land.
        

17.3. Attach or provide a URL to your voting policy. [Optional]

17.4. Provide a brief overview of your organization’s approach to (proxy) voting.

ACTIAM exercises the voting rights attached to our clients' holdings to reflect their interests, and aims to vote at all shareholder meetings of the companies in our clients' portfolios. Accordingly, ACTIAM has developed a responsible voting policy, which is based on internationally recognised best practice guidelines in the areas of corporate governance and responsible investment.

ACTIAM adopted the International Corporate Governance Network's (ICGN) corporate governance principles as the overarching guideline on governance best practice. These principles are internationally recognised as the best practice standard in corporate governance circles. The ICGN principles reflect and endorse the OECD Principles of Corporate Governance, as well as additional guidance developed by the ICGN. ACTIAM will also follow, where appropriate, market-specific best practices as presented in country codes and other recognised best practice guidelines.

Furthermore, consistent with ACTIAM strategy and views, our Fundamental Investment Principles are applied to proposals dealing with ethical, environmental and social issues, thus encouraging corporate best practices in these areas. The Fundamental Investment Principles are based on international treaties, conventions and best practices.

 In 2016, ACTIAM voted at 98,5% of the AGMs and EGMs.

17.5. Provide an overview of how you ensure your voting policy is adhered to, giving details of your approach when exceptions to the policy are made (if applicable).

In most cases, ACTIAM votes by proxy and voting is executed by a service provider, based on our own voting policy. On a few strategic occasions, ACTIAM may attend AGMs in person.

An ACTIAM analyst will be contacted by our service provider to review the voting advice of our engaged companies. In such cases, ACTIAM may apply stricter voting criteria. ACTIAM may also file or co-file shareholder resolutions in instances where companies have proven to be insufficiently responsive to regular shareholder dialogue. In 2015 we co-filed on the meetings of 3 companies that took place in 2016.

In 2016, we co-filed at 7 companies of which the meeting should take place in 2017:  Bank of New York Mellon, Chevron, ExxonMobil, ConocoPhillips, McDonald's, Tyson Foods and Hormel Foods.

We make sure our voting policy is adhered to by conducting an annual voting audit, and by disclosing all votes through a tracker on our website.


Process

LEA 18. Typical approach to (proxy) voting decisions

18.1. Indicate how you typically make your (proxy) voting decisions.

Approach

Based on

18.2. Additional information.[Optional]

In some cases, we may make voting decisions ourselves. In case of engaged companies, voting decisions can be reviewed by the ESG team. The ESG team also actively keeps an eye on shareholder resolutions on the PRI platform and may proactively decide to support resolutions, in which case we will inform the data provider.


LEA 19. Percentage of voting recommendations reviewed

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

19.1. Of the voting recommendations that your service provider made in the reporting year, indicate the percentage reviewed by your organisation, giving reasons.

Percentage of voting recommendations your organisation reviewed

Reasons for review

19.2. Additional information [Optional]


LEA 20. Confirmation of votes

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

20.1. Describe your involvement in any projects to improve the voting trail and/or to obtain vote confirmation .

          We have requested our custodian and voting provider to jointly monitor unvoted securities and vote rejections, to make sure votes are really executed.
        

20.2. Additional information. [OPTIONAL]

          
        

LEA 21. Securities lending programme

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

21.1. Indicate if your organisation has a securities lending programme.

21.2. Indicate how voting is addressed in your securities lending programme.


LEA 22. Informing companies of the rationale of abstaining/voting against management

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

22.1. Indicate whether you or the service providers acting on your behalf raise any concerns with companies ahead of voting

22.2. Indicate whether you and/or the service provider(s) acting on your behalf, communicate the rationale to companies, when , you abstain or vote against management recommendations.

22.3. Additional information. [Optional]


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%)

99 %

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
85.4 %
Against (opposing) management recommendations
14.5 %
Abstentions
0.1 %
100%

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

          In case of engaged companies, we will share our rationale with the company to make sure they are well enough informed to take appropriate action. We support quite a lot of shareholder resolutions against management recommendation and will try to follow up on resolutions if the company is open to it, especially in case of co-filed resolutions.
        

24.4. Additional information. [Optional]

As a responsible investor, ACTIAM will tend to favour shareholder resolutions seeking policies, measures or disclosures that will have a positive impact on investee companies' social, environmental and ethical performance. We have a detailed policy on shareholder proposals based on our Fundamental Investment Principles. ACTIAM will normally vote in favour of shareholder proposals aimed at improving the company's governance and encouraging the company to implement policies and measures that may prevent a possible conflict with ACTIAM's Fundamental Investment Principles. ACTIAM will vote against shareholder proposals that might lead to the opposite. Just as with standard agenda items, all shareholder proposals will be analysed on a case-by-case basis, taking into consideration:

  •  The reasonableness of the demand;
  •  The credentials of the proponent;
  •  The responsiveness of the company; and
  •  The anticipated costs and benefits to the company and thus to shareholders of the resolution passing.

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.

25.2. Indicate the number of ESG shareholder resolutions you filed or co-filed.

3 Total number

25.3. Indicate what percentage of these ESG shareholder resolutions resulted in the following.

Went to vote

100 %
Were withdrawn due to changes at the company and/or negotiations with the company
0 %

Were withdrawn for other reasons

0 %
Were rejected/not acknowledged by the company
0 %
Total 100%

25.4. Of the ESG shareholder resolutions that you filed or co-filed and that were put to vote (i.e. not withdrawn) how many received:

2 >50%
1 50-20%
0 <20%

25.5. Describe the ESG shareholder resolutions that you filed or co-filed and the outcomes achieved.

  • Aiming for A resolutions at Glencore and Anglo American, requested transparency about climate risks and opportunities. The resolutions were supported by 98% and 96% of shareholders, respectively.
  • Climate lobbying engagement at ConocoPhillips: we requested transparency about (grassroot) lobbying and if/how lobbying policy and practices are in line with climate strategy or not opposing ambitious climate policy. The resolution was not accepted, so we co-filed again for the 2017 AGM.

25.6. Additional information. [Optional]


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
          Aiming for A at Glencore and Anglo American
        
Decision made by
Objectives

ACTIAM co-filed two Aiming for A proposals, asking Glencore and Anglo American to start reporting on climate change risks and opportunities.

 

Scope and Process

The proposals were part of a broader initiative.

Outcomes

In regard to Glencore's AGM, 98% of the shareholders voted in favour of Aiming for A's proposal, whereas 96% of the shareholder voted in favour of Aiming for A's proposal during Anglo American's AGM.

Topic or ESG issue
          Animal Welfare
        
Decision made by
Objectives

The shareholder proposal was filed by PETA and requested the company to switch to cage-free eggs in its supply system.

Scope and Process

ACTIAM supported the shareholder resolution.

Outcomes

The shareholder proposal received a 98% majority vote.

Topic or ESG issue
          Water
        
Decision made by
Objectives

The shareholder proposal requested the safe disposal of prescription drugs to prevent water pollution.

Scope and Process

ACTIAM supported the shareholder resolution.

Outcomes

The resolution did not gain enough supportive votes to be adopted.

Topic or ESG issue
          Lobbying
        
Decision made by
Objectives

At the AGM of Procter and Gamble Company (United States) on 11 October 2016, ACTIAM supported a shareholder proposal that called for the board to conduct a review of the lobbying policies of organisations of which Procter and Gamble is a member or supports financially.  While Procter and Gamble’s disclosure on its lobbying activities is reasonable, the proposal stressed the need for the company to evaluate whether support for various organisations is in line with the company’s stated policies and carries a reputation risk.

Scope and Process

ACTIAM supported the shareholder resolution.

Outcomes

The resolution did not gain enough supportive votes to be adopted.

Topic or ESG issue
          Emission Fraud Volkswagen
        
Decision made by
Objectives

Discharge of management board members and discharge of supervisory board members due to concerns about the emissions scandal and the ongoing nature of investigations. The election of three members to the supervisory board.

Scope and Process

ACTIAM voted against the management proposals the shareholder resolution.

Outcomes

The proposals were approved.

Topic or ESG issue
          Emissions fraud Volkswagen
        
Decision made by
Objectives

ACTIAM supported the shareholder proposals requesting special audits that examine the events leading up to the emission scandal and that try to establish when the management and supervisory board became of aware the defeat devices.

Scope and Process

ACTIAM supported the shareholder resolution

Outcomes

The resolution did not gain enough supportive votes to be adopted.

Topic or ESG issue
          Inclusion of sustainability targets in executive remuneration
        
Decision made by
Objectives

At Discovery Communications Inc’s (United States) AGM on 19 May 2016, a shareholder resolution called on the board to report on the feasibility of introducing sustainability targets into the company’s pay plans

Scope and Process

ACTIAM supported the shareholder resolution.

Outcomes

The resolution did not gain enough supportive votes to be adopted.

Topic or ESG issue
          Decarbonisation / climate change
        
Decision made by
Objectives

At the Shell meeting on 24 May 2016 a campaigning organisation called Follow This filed a resolution that Shell will become a renewable energy company by investing profits from fossil fuels into renewable energy.

Scope and Process

ACTIAM supported the shareholder resolution.

Outcomes

The resolution did not gain enough supportive votes to be adopted.

Topic or ESG issue
          Water
        
Decision made by
Objectives

Chrevron should report the results of policies and practices to minimise potential adverse environmental and community impacts from hydraulic fracturing operations.

Scope and Process

ACTIAM supported the shareholder resolution.

Outcomes

The resolution did not gain enough supportive votes to be adopted, despite significant support (24,5%)

Topic or ESG issue
          Human rights
        
Decision made by
Objectives

Potash Corporation of Saskatchewan Inc. (Canada) held its AGM on 10 May 2016, where the company had on its agenda a shareholder proposal on the assessment of its human rights responsibilities in relation to its sourcing of phosphate rocks from Western Sahara.

Scope and Process

ACTIAM supported the shareholder resolution.

Outcomes

The resolution did not gain enough supportive votes to be adopted (32%)

26.2. Additional information. [Optional]


Communication

LEA 27. Disclosing voting activities

27.1. Indicate if your organisation proactively discloses information on your voting activities.

27.2. Indicate if the information disclosed to the public is the same as that disclosed to clients/beneficiaries.

27.3. Indicate the voting information your organisation proactively discloses to the public and/or to clients/beneficiaries.

Indicate how much of your voting record you disclose

Indicate what level of explanation you provide

27.4. Indicate how frequently you typically report voting information.

27.8. Additional information. [Optional]

Via Broadridge, we have set up voting disclosure sites for our clients where their voting results are published in real time. These results are publicly disclosed, please see the links provided under question LEA 27.1. Additionally, each quarter we report on voting trends across all the regions where we are invested, a number of voting cases that highlight particularly interesting or controversial ESG issues, and the voting statistics (number of meetings, number of for, against or abstain votes, broken down by management and shareholder resolutions). These reports are published (in Dutch) on ACTIAM's website: http://www.actiam.nl/nl/verantwoord/esg-rapportages.


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