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RBC Global Asset Management

PRI reporting framework 2017

Export Public Responses

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LEA 17. Voting policy & approach

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

17.2. Indicate what your voting policy covers:

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.

It is our policy to exercise the voting rights of the accounts we manage in the best interests of the portfolios and with a view to enhancing the long-term value of the securities held. Voting responsibly is part of our fiduciary duty and we make our voting decisions independently, in accordance with our custom voting guidelines. Through the exercise of our voting rights, we encourage issuers and their boards of directors to consider and adopt recognized best practices in governance and disclosure.

Through our internal expertise and resources, as well as research provided by independent research firms, we have established our own custom proxy voting guidelines. These guidelines are published for the information of clients and to assist issuers in understanding the message we have sent or intend to send through the exercise of proxy voting rights. We review and update the guidelines on an annual basis as corporate governance best practices evolve.

We believe that shareholders should have the right to have relevant proposals included on the proxy ballot as long as they deal with appropriate issues. We are prepared to file shareholder resolutions in certain circumstances including where ESG risks are not adequately disclosed.

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).

RBC GAM has a detailed process to manage the review and approval of proxies from the receipt of the proxy to the communication of the vote to the tabulator. RBC GAM retains the services of a proxy voting service provider to manage and vote proxies through its online voting platform. In addition, the service provider provides custom vote recommendations for all proxies based on the RBC GAM Proxy Voting Guidelines.

Two members of the CGRI team manage the internal review of proxy voting to ensure that the custom recommendations made by the service provider correctly reflect the intentions of the RBC GAM Proxy Voting Guidelines for each meeting proposal. All shareholders’ meetings are tracked and monitored with relevant notes and indicators for each meeting. Meeting research and all custom vote recommendations are reviewed by the CGRI team's analyst.

In scenarios where the custom voting recommendations are inconsistent with the guidelines, and/or do not reflect the best interests of our clients, a vote change process will be initiated. This process can be prompted through the review process of the CGRI team analyst, direct input from the investment teams or through solicitation by the issuers. Regardless, investment teams are consulted on any vote change request and the request is submitted to the five-member Proxy Voting Committee (which includes the RBC GAM Chief Investment Officer) for approval. In order for a vote change request to be accepted, majority approval from the Proxy Voting Committee is required.