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Baillie Gifford

PRI reporting framework 2017

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:

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

Baillie Gifford has a formal Proxy Voting Policy. Our policy is to take an active approach to share ownership rights and responsibilities on behalf of our clients.  We aim to interpret guidelines flexibly in the light of local market regulation and practice, as well as individual company factors. Our philosophy underpinning our approach to share voting is to ensure that our voting decision is in the best interests of clients. All voting decisions are made in-house by our Corporate Governance team in conjunction with the investment managers. 

We vote all of our clients' shares globally and vote against proposals where we feel that these are not in our clients’ interests. Where a stock is listed in a “blocking market” (where trading restrictions apply if we vote), we will only vote our clients’ shares on issues which could have a material impact on shareholder value. When we do not vote in line with management’s recommendation, we endeavour to discuss our concerns with the company prior to submitting our vote.

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).

Baillie Gifford undertakes all voting internally, overseen by our dedicated corporate governance team. We are therefore well placed to ensure that we vote in line with our guidelines. We also have bespoke in-house software which helps with ensuring a consistency of approach, and we are now undertaking enhanced checks to provide additional assurance on our execution of voting.

Our policy ultimately gives us flexibility to vote in line with what we believe to be in our clients' best long-term interests, and we therefore do vote in a range of different ways on any given topic depending on the on the particular circumstances for the company concerned. Rather than this being an 'exception' it is an integral part of our pragmatic approach to active management.


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 addition to undertaking our own analysis, we do receive advisory information from a number of proxy-voting advisors which we take account of when making decisions.


LEA 19. Percentage of voting recommendations reviewed (Not Applicable)


LEA 20. Confirmation of votes (Private)


LEA 21. Securities lending programme (Private)


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
93 %
Against (opposing) management recommendations
6 %
Abstentions
1 %
100%

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

          We review each resolution on a case-by-case basis and prior to voting will consider the company’s current approach to the issue, its response to the resolution, whether the resolution is workable and implementable, and whether it is in the best interests of all stakeholders. When considering a company’s approach to the highlighted issue, we evaluate all publicly available information and when appropriate engage with the company.
        

24.4. Additional information. [Optional]


LEA 25. Shareholder resolutions (Private)


LEA 26. Examples of (proxy) voting activities (Private)


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.

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 to the public.

27.5. Indicate the voting information your organisation proactively discloses to clients/beneficiaries.

Indicate how much of your voting record you disclose

Indicate what level of explanation you provide

27.6. Indicate how frequently you report voting information to clients/beneficiaries.

27.7. Describe any other differences in the information being disclosed. [Optional]

The information that is reported publicly is also reported quarterly but to a different timescale.

27.8. Additional information. [Optional]


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