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Fiera Capital Corporation

PRI reporting framework 2017

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(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.

Scope of the Guidelines

These guidelines govern the exercise, by Fiera Capital Corporation (hereinafter called "Fiera Capital"), of voting rights at shareholders' meetings of companies whose shares are held in Canadian and foreign equity portfolios under its management. The Chief Investment Officer office (the "CIO Office") is responsible for the establishment and annual review of these guidelines.

Objective

Fiera Capital will exercise its voting rights in order to maintain the highest standard of corporate governance, sustainability of the business and practices of the companies whose shares are held. High standards are necessary for maximizing shareholders' value as well as protecting the economic interest of shareholders. Proxy voting is a key element of Fiera Capital's integration of environmental, social and governance ("ESG") factors in the investment process. The intent is to provide and communicate Fiera Capital's guidelines for the exercise of voting rights addressing ESG issues.

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).

Please see attached proxy voting policy:

The CIO Office is responsible for:

1. Providing the Administration Department with a list of Proxy Managers and accounts they are responsible for;

2. Reviewing the documentation provided by the Proxy Managers when voting differently than what Fiera Capital’s guidelines would indicate or what the external proxy advisory service provider recommends;

3. Convening a meeting when there is a conflict on how shares should be voted in cases where there is more than one Proxy Manager, to discuss with them and decide how the shares shall be voted with instructions sent to the Administration Department;

4. Ensuring consistency in the application of Fiera Capital’s guidelines


Process

LEA 18. Typical approach to (proxy) voting decisions

18.1. Indicate how you typically make your (proxy) voting decisions.

Approach

Based on

          We use both Institutional Shareholder Services' Proxy Voting Policy as well as our own internal voting policy to guide our decisions.
        

18.2. Additional information.[Optional]


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. Indicate whether you or the service providers acting on your behalf raise any concerns with companies ahead of voting

          We can and have raised concerns both prior and after votes, when we felt that the issue was important and discussion could make a difference.
        

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]


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
88 %
Against (opposing) management recommendations
12 %
Abstentions
0 %
100%

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

          We are able to track the votes that were against management recommendations. However, it is at the discretion of the portfolio manager to engage or not with the company for which he (or she) voted against management recommendations.
        

24.4. Additional information. [Optional]


LEA 25. Shareholder resolutions (Private)


LEA 26. Examples of (proxy) voting activities (Not Completed)


Communication

LEA 27. Disclosing voting activities

27.1. Indicate if your organisation proactively discloses information on your voting activities.

27.5. Indicate the voting information your organisation proactively discloses to clients/beneficiaries.

Indicate how much of your voting record you disclose

Indicate what level of explanation you provide

27.6. Indicate how frequently you report voting information.

27.8. Additional information. [Optional]


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