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Sparinvest S.A.

PRI reporting framework 2017

Export Public Responses

You are in Direct - Listed Equity Active Ownership » (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]

Sparinvest votes in accordance with its internal voting policy. We receive voting related research from proxy voting service provider ISS, and perform a triage of agenda items, considering the agenda, our voting policy, and the ISS analysis. Where a vote against an agenda item appears appropriate, or the matter is complex or controversial, the matter is referred to the relevant Portfolio Manager for a final decision. The voting instruction is then executed in line with our internal decision, via the ISS platform. An automated voting monitoring system from our proxy services provider enables us to ensure that votes have been cast according to our instructions. 

Votes are blunt tools, which we believe are more powerfully exercised in conjunction with dialogue. We seek to engage with companies where we vote against management recommendation. Where possible, this is done before our vote instruction, but the realities of a hectic proxy voting voting season mean that in some cases the communication follows the voting instruction. Outcomes can include the company amending the agenda to our satisfaction, a change in our voting decision based on new information from the company, or a vote against the item followed by further dialogue.

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)。

An automated voting monitoring system from our proxy services provider enables us to ensure that votes have been cast according to our instructions. We regularly monitor that we are voting our shares.

Our voting policy consists of various specific principles, but note that we consider all situations on a case-by-case basis, and voting decisions may deviate from certain principles where dictated by the best interests of our investors. In this respect, it is important to note that we do not view voting as a standalone issue, but rather as being inherently linked to dialogue. It some cases, it may be that when taken in the context of our engagement with a company, we may choose to vote in favour on an item that we may otherwise have opposed. An example would be where we are encouraging the company to increase board independence levels, and are aware of serious efforts by the company to find suitable independent candidates, but where a suitable candidate has not been found in time for the current AGM: in such a situation, where our thoughts on board structure have already been made clear to the company, and serious efforts are underway, we may prefer not to cause unnecessary disruption by voting against current board candidates, but instead choose to abstain, or even to support, the current candidates – but on the clear understanding that this may change if the expected progress is not delivered in the near future.

The head of responsible investment reviews a sample of voting decisions to ensure compliance with the voting policy.