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Vontobel Holding AG

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

17.1. 貴社において正式な議決権行使ポリシーを設定しているかどうかを明示してください。

17.2. 議決権行使ポリシーの対象範囲を記載してください。

17.3. 議決権行使ポリシーを添付するか記載されたURLを提示してください。[任意]

17.4. (委任状による)議決権行使に対する貴社のアプローチの概要を説明してください。 [任意]

From our policy: The fund management company (FMC) exercises the membership and creditors' rights associated with the investments of the sub funds it manages independently and exclusively in the interest of investors. The FMC will, upon request, provide investors with information on the exercise of membership and creditors' rights.

Re. filing: Engagement measures are usually only considered in a fund where the voting rights are actively exercised. The FMC or the voting rights advisor shall draft a written engagement recommendation which sets out the reasons why this is in the interest of the investors.

This recommendation must be in line with the written voting rights or engagement policy of the FMC or the voting rights advisor. The voting rights or engagement policy must be approved by the Executive Management of Vontobel Fonds Services AG (Management Company for CH Fonds). If the FMC/voting rights advisor presents the engagement measures to the company orally, he must be advised of the limits of his representation. If the engagement recommendation of the FMC/voting rights advisor is not followed, he and the promoter, if one is provided for, shall be informed immediately. In these cases, no engagement is undertaken.

17.5. どのような方法により、議決権行使ポリシーが遵守されるよう万全を期しているかその概要を記載するとともに、ポリシーに例外を設ける際のアプローチについて、その詳細を明示して下さい(該当する場合)。

Ethos is our proxy advisor for the Ethos and Raiffeisen funds. HEOS is our proxy advisor for all Vontobel sustainable funds and selected thematic funds.

Securities lending is not part of the above-mentioned voting policy but governed by internal procedures.

More information about Hermes EOS:

Hermes EOS undertakes intelligent voting on our behalf according to our own proxy voting policy. This means that all proxies are voted in line with the individual circumstances of the company and the vote, rather than using a box-ticking approach or as a compliance driven activity. The vote is viewed as an annual governance health check and voting work is strongly linked with corporate engagement. The vote is not perceived as an end in itself but rather as a mechanism which precipitates further change where required. Hermes EOS files shareholder proposals in markets where it is relevant to do so, typically in Germany and the US, either as lead filer or as co-filer alongside other investors. Consistent with its intelligent voting approach, this typically forms part of a wider engagement with the company and is used as a tool for leverage in its dialogue with management. Where, in accordance with its policies, Hermes EOS has executed a vote against management on large holdings or otherwise high-profile companies, it seeks to follow up with the company either in writing to explain the reasons giving rise to a vote against and the steps that it would like to see the company take to rectify the issue. As necessary, Hermes EOS will look to engage with the company before the meeting to ensure that the issue giving rise to the vote against is addressed so that it can vote in line with management’s recommendation, a vote ‘for’ management ‘by exception,’ in subsequent years. It may look to vote against management in a number of different scenarios. While it is difficult to provide a general description, typically this will be where a vote with management would not serve the best long-term interests of shareholders. This may be either in terms of remuneration or where there are insufficient skills on the board to take the company forward.
There may also be specific instances where a vote in favour of management would be actively detrimental to the company, for example in the case of a merger or acquisition. Hermes EOS rarely abstains on votes. In the very rare instances that it does consider abstaining, this may be because it is unable to vote with management – typically due to inadequate information being provided – but where a vote against management may appear unduly harsh. Hermes EOS always seeks to obtain the required information to make an informed voting decision but this may not always be possible.


Process

LEA 18. Typical approach to (proxy) voting decisions

18.1. (委任状による)議決権行使を通常どのように決定しているかを明示して下さい。

アプローチ

以下に基づいて行う

18.2. 補足情報。[任意]

For HEOS and Ethos, we apply the service provider voting policy which we have signed off on. The fund management company receives research from HEOS and Ethos and is able to intervene and vote differently, in the event that it is appropriate to do so.

Hermes EOS provides us with voting recommendations based on our voting policy which are input on the voting platform prior to the vote deadline. The voting recommendations are then cast as voting instructions if there is no further intervention, except in the case of shareblocking votes.


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. 貴社または貴社に代わって行動するサービスプロバイダーは、議決権の行使に先立って、当該企業に対し懸念等を表明しているかどうか明示してください。

22.2. 貴社や貴社に代わって行動するサービスプロバイダーは、議決を棄権したり、経営陣の提案に反対票を投じる場合に、当該企業にその理由を伝えているかどうかを明示してください。

22.3. 補足情報。[任意]

We choose service providers with high quality standards. They usually lead the dialogue with companies where they recommend voting against management recommendations.


Outputs and outcomes

LEA 23. Percentage of (proxy) votes cast

23.1. 貴社やサービスプロバイダーが(代理)投票の指示を発行するマンデートを有している上場株式について、報告年度中に行った投票の割合を記載してください。

1%単位の投票率

100 %

この投票率の計算基準を明記してください

23.2. 一定の株式保有分について議決権を行使しない理由を説明して下さい:

          technical reasons
        

23.3. 補足情報。[任意]

Our service provider Hermes EOS submits vote recommendations on all ballots available to vote in the portfolios for which we have subscribed to their proxy voting service.


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

24.1. あなたの貴社では、貴社や貴社に代わって行動するサービスプロバイダーが出した議決権行使に係る指示を追跡しているかどうか明示してください。

24.2. 貴社または貴社の代理である第3者機関が出した議決権行使に係る指示について投票の割合を記載してください。

議決権行使に係る指示の対象
投票の内訳(%)
経営陣の議案に対する賛成票
91 %
経営陣の議案に対する反対票
9 %
棄権
0 %
100%

24.3. 経営陣の提案に反対票を投じた後にあなたの貴社が取る措置について記載して下さい。

          See LEA 24.4 for more Information.
        

24.4. 補足情報。 [任意]

Hermes EOS undertakes intelligent voting on our behalf according to our own proxy voting policy. This means that all proxies are voted in line with the individual circumstances of the company and the vote, rather than using a box-ticking approach or as a compliance driven activity. The vote is viewed as an annual governance health check and voting work is strongly linked with corporate engagement. The vote is not perceived as an end in itself but rather as a mechanism which precipitates further change where required. Hermes EOS files shareholder proposals in markets where it is relevant to do so, typically in Germany and the US, either as lead filer or as co-filer alongside other investors. Consistent with its intelligent voting approach, this typically forms part of a wider engagement with the company and is used as a tool for leverage in its dialogue with management. Where, in accordance with its policies, Hermes EOS has executed a vote against management on large holdings or otherwise high-profile companies, it seeks to follow up with the company either in writing to explain the reasons giving rise to a vote against and the steps that it would like to see the company take to rectify the issue. As necessary, Hermes EOS will look to engage with the company before the meeting to ensure that the issue giving rise to the vote against is addressed so that it can vote in line with management’s recommendation, a vote ‘for’ management ‘by exception,’ in subsequent years. It may look to vote against management in a number of different scenarios. While it is difficult to provide a general description, typically this will be where a vote with management would not serve the best long-term interests of shareholders. This may be either in terms of remuneration or where there are insufficient skills on the board to take the company forward.
There may also be specific instances where a vote in favour of management would be actively detrimental to the company, for example in the case of a merger or acquisition. Hermes EOS rarely abstains on votes. In the very rare instances that it does consider abstaining, this may be because it is unable to vote with management – typically due to inadequate information being provided – but where a vote against management may appear unduly harsh. Hermes EOS always seeks to obtain the required information to make an informed voting decision but this may not always be possible.


LEA 25. Shareholder resolutions (Private)


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


Communication

LEA 27. Disclosing voting activities

27.1. 貴社が議決権行使活動に関する情報を積極的に開示しているかどうかを明示してください。

27.2. 一般に開示されている情報が、顧客や受益者に開示されている情報と同じであるかどうかを明示してください。

27.3. 貴社が一般や顧客や受益者に積極的に開示している議決権に関する情報を記載してください

どのくらいの議決権行使記録を開示しているか明示してください

どの程度の説明をしているかを記載してください

27.4. 議決情報を通常報告する頻度について明示してください。

27.8. 補足情報。[任意]

Our Sustainable Investing Boutique discloses information on voting activities to clients / beneficiaries only.


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