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RBC Global Asset Management

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:

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.


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]


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


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 .

          The Head of RBC GAM's CGRI team participated in Canadian Securities Administrators ("CSA") technical working group on reform of the proxy voting system. In January 2017, the CSA published Proxy Voting Protocols, including various recommendations and guidance for improving the process of proxy vote tabulation.
        

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]

It is our policy not to vote in shareblocking markets due to the resulting restrictions on trading. Shareblocking accounts for the majority of ballot items not voted on which we could have issued instructions during the reporting year. We issued instructions on the remaining ballot items not voted during the reporting year, but our vote instructions may have been rejected due to administrative impediments or late ballots.


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
89 %
Against (opposing) management recommendations
11 %
Abstentions
0 %
100%

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

          All vote instructions, regardless of whether or not they oppose management's recommendation, are reviewed as part of our internal monitoring process. Should any additional context or relevant information to that vote be considered material, it will be included in our records. Material issues may lead to the initiation of an engagement process.
        

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.

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

2 Total number

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

Went to vote

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Were withdrawn due to changes at the company and/or negotiations with the company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

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:

>50%
50-20%
<20%

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

After extensive engagement over several years and in collaboration with the British Columbia Investment Management Corporation (bcIMC), RBC GAM filed our first shareholder proposals with a large Canadian mining company asking the company to: i) nominate additional independent board directors with operational mining expertise; and ii) implement changes to the company’s governance structure.

Our filing led to further productive engagement, and the company ultimately agreeing to implement the first proposal, appointing an experienced geological and mining engineer as an independent director of the Board at the 2016 annual meeting. The company also agreed to nominate an additional independent director with operational mining expertise at the 2017 annual meeting.  In fact a second director with the required experience was appointed in mid-2016 and will be subject to re-election by shareholders at the 2017 annual meeting.

After engaging with the independent directors of the board in response to the second proposal, it was agreed that the second proposal would be withdrawn in exchange for the company’s commitment to provide more detailed disclosure of its corporate governance practices and make improvements to the structure of its executive compensation plan.

We expect our constructive engagement with this company to continue in the years ahead.

25.6. Additional information. [Optional]

Filing shareholder proposals is something that we will consider when it is in the best interests of our clients and the shareholders of the corporation.


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
          Climate Change
        
Decision made by
Objectives

To support a proposal that select oil and gas companies more fully disclose how potential climate change policies would impact their business/operations and how any future regulations might impact their capital investment decision-making process.

Scope and Process

We supported major shareholder proposals on this issue at multiple meetings, as we viewed the lack of disclosure and consideration of potential climate change policies to be a material risk to the issuers.

Outcomes

Although the shareholder proposals failed to obtain majority support, we were encouraged by the fact that there was significant shareholder support.

Topic or ESG issue
          Adopt Jurisdiction of Incorporation as Exclusive Forum
        
Decision made by
Objectives

To communicate that we will generally not support proposals requesting the adoption of a jurisdiction of incorporation the exclusive forum unless the company can demonstrate a clear need for such a provision and how its adoption would be in the best interests of all shareholders.

Scope and Process

We updated the 2016 RBC GAM Proxy Voting Guidelines to address the increase in the number of management proposals seeking approval to establish an exclusive forum. Understanding that there may be valid reasons for adopting an exclusive forum provision, we were still concerned that such provisions could be abused by companies to negatively impact the rights of shareholders. Consequently, we amended our guidelines to state that we will evaluate each exclusive forum provision on a  case-by-case basis. We will only support those proposals when the company demonstrates the need for such a provision and why its adoption would be in the best interests of all shareholders.

Outcomes

During 2016, we voted against management on all exclusive forum proposals, as, in each case, we deemed that the adoption of the provision could have a negative impact on the rights of shareholders.

Topic or ESG issue
          Executive Compensation
        
Decision made by
Objectives

To improve executive compensation practices at the company and demonstrate our disapproval regarding the compensation plan's oversight.

Scope and Process

We engaged with the company regarding its compensation structure, which we found to be misaligned with the interests of shareholders, overly discretionary and detrimental to the company's cost of capital.

Outcomes

Aside from the detriment to the company's cost of capital and the plan's general misalignment with shareholders, the plan also placed an emphasis on outsized awards for executives contingent solely upon the completion of mergers and acquisitions with uncertain success. Given the structure of the plan, the outsized payments and the outcomes of our engagement efforts, we determined that the company's practices surrounding its compensation for the reviewed year were egregious enough to warrant votes against not only the say-on-pay proposal, but members of the compensation committee as well.

Topic or ESG issue
          Overboarded Directors
        
Decision made by
Objectives

To communicate that serving as a director of a public company requires a significant commitment in time and effort and that if directors serve as CEOs and sit on an excessive number of boards, it can compromise their effectiveness.

Scope and Process

Although RBC GAM already had voting guidelines in place regarding overboarded directors, after closely monitoring the level of director board commitments in previous years, we updated the RBC GAM Proxy Voting Guidelines to indicate that we will generally withhold votes from directors serving as current CEOs if they sit on more than two boards (their own board plus one other).

Outcomes

In order to minimize board disruption and allow both companies and directors time to adjust, the portion of this guideline specific to current CEOs was implemented in the RBC GAM Proxy Voting Guidelines with a grace period of two years. Further, to inform companies of the change, we sent over 200 engagement letters to companies that will not meet this guideline once it is implemented. 

Topic or ESG issue
          Board Diversity
        
Decision made by
Objectives

To communicate that in order to enhance overall board effectiveness, we expect that directors will have a diverse range of backgrounds and experience.

Scope and Process

Prior to 2016, RBC GAM had voting guidelines in place in the RBC GAM Proxy Voting Guidelines on board diversity. However, after further consideration and monitoring of trends surrounding board diversity, we enhanced our guidelines to state that if a company's board has no women directors and does not disclose its policy on diversity, or discloses a diversity policy that is inadequate, we may vote against directors who sit on the nominating and corporate governance committees of the board.

Outcomes

To date, this updated guideline has impacted our voting at numerous meetings - often acting as the sole reason for votes against the election of select directors. Further, it has resulted in engagement opportunities where we've been given the additional opportunity to communicate our concerns to boards. To date, we've received encouraging feedback from the companies in question and have made note of their openness to increase the diversity of their board.

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]

We publicly disclose the proxy voting record for all of our funds and we provide customized proxy voting reports to our institutional clients as requested. We do not generally disclose how we intend to vote in advance of meetings.  We do not publicly disclose the voting for our segregated institutional client accounts as this is confidential client information.

The links provided in LEA 27.1 will bring the user to the proxy voting portal for RBC GAM Canada. RBC GAM (US) and RBC GAM Lux Funds have their own proxy voting portals that can be accessed through the regional CGRI webpages on www.rbcgam.com


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