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Sparinvest S.A.

PRI reporting framework 2017

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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]

Our guiding principle is to serve the long-term interests of the investors in the optimal manner. Sparinvest receives external advice from the proxy advisory company Institutional Shareholder Services (ISS), but voting decisions are made on a case-by-case basis at the discretion of Sparinvest’s investment team, and will not necessarily follow ISS advice. In this regard, we are keen to have a constructive dialogue with the companies in which we invest.

Sparinvest subscribes to the below list of general principles. However, we consider all situations on a case-by-case basis, and voting decisions may deviate from the below principles where dictated by the best interests of our investors. Furthermore, there may be situations where certain principles appear contradictory to other principles; in such cases, as always, Sparinvest expects management to work in the best interests of long-term shareholders.

  • One-share, one-vote
  • The rights of minority shareholders should be well protected.
  • Shareholders should be provided with reasonable opportunities to propose shareholder resolutions
  • Decisions on capital employment and the distribution of capital should be taken in the best interests of long-term share-holders.
  • ‘Poison pills’ and other defense measures should generally be avoided.
  • Companies should generally aim to be transparent.
  • Accounts should be audited by independent external auditing firms, whose other relationships with the company cannot be considered to impair that independence.
  • A transparent remuneration policy should align the interests of management with those of long-term shareholders.
  • The board, and committees on remuneration, nomination and auditing, should predominantly consist of independent members.
  • Subject to the above principles, companies should aim to comply with local corporate governance standards, or explain non-compliance.

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。

          While the aim is to raise concerns ahead of voting the realities of a hectic proxy season are such that it is not possible in all cases and therefore some communication comes after the voting.
        

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]


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