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Mellon Investments Corporation

PRI reporting framework 2018

You are in Direct - Listed Equity Active Ownership » (Proxy) voting and shareholder resolutions » Process

Process

LEA 16. Typical approach to (proxy) voting decisions

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

Approach

Based on

          Clients who adopt our Proxy Voting Policy and guidelines have their shares voted by the PVGC.  Alternatively, clients may utilize their own policy with approval.
        

16.2. 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).

Mellon Capital retains Institutional Shareholder Services ("ISS") to provide various services related to proxy voting, such as research, analysis, vote recommendations, vote agency services, proxy vote tracking, recordkeeping, and reporting. In addition, Mellon Capital retains Glass Lewis for research, analysis, and vote recommendations only and Equilar to evaluate executive compensation utilizing a proprietary model.

Mellon Capital, through its participation on the PVGC, has adopted the PVGC Voting Guidelines, Proxy Voting Policy, and related procedures, which are applied to those client accounts over which it has been delegated the authority to vote proxies. In voting proxies, Mellon Capital seeks to act solely in the best financial and economic interest of the applicable client. Mellon Capital will carefully review proposals that would limit shareholder control or could affect the value of a client's investment. Mellon Capital generally will oppose proposals designed to insulate an issuer's management unnecessarily from the wishes of a majority of shareholders and will generally support proposals designed to provide management with short-term insulation from outside influences so as to enable them to bargain effectively with potential suitors and otherwise achieve long-term goals.

16.3. Additional information.[Optional]

Mellon Capital recognizes its duty to vote proxies in the best interests of its clients.  In all cases, the ultimate voting decision and responsibility rests with the Member Firms of the PVGC which are accountable to their clients.

The PVGC developed its Voting Guidelines with the assistance of internal and external research and recommendations provided by third party vendors but without consideration of any BNY Mellon client relationship factors.  All proxy voting proposals are reviewed, categorized, analyzed and voted in accordance with the Voting Guidelines.  As a PVGC member, Mellon Capital participates in the application of detailed, pre-determined proxy voting guidelines (the “Voting Guidelines”) in an objective and consistent manner across client accounts.

The guidelines are reviewed periodically and updated to reflect new issues in the marketplace and any changes in our policies on specific issues.  Under the guidelines, voting proposals that can be categorized will be voted accordingly: proposals less easily categorized will be referred to the Committee for a vote discussion and decision.  Additionally, the PVGC may review any proposal type, company, industry for special scrutiny.

Lastly, in certain circumstances the PVGC engages an independent fiduciary for voting the proxies issued by BNY Mellon and by any individual fund within The Dreyfus Family of Funds or The BNY Mellon Funds, or to vote proxies issued by other companies.


LEA 17. Percentage of voting recommendations reviewed (Not Applicable)


LEA 18. Confirmation of votes (Private)


LEA 19. Securities lending programme (Private)


LEA 20. 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.

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

20.2. 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.

20.3. Additional information. [Optional]

Companies are informed of the vote decisions after the execution is complete at quarter end based on their report request.

Generally, the PVGC supports the right to vote “For,” “Against,” or “Withhold” with respect to proposals received on proxy statements in all markets.  In limited circumstances where non-U.S. markets may set the vote choice and in instances where sufficient proxy voting information has been received to determine a vote decision, the Committee may exercise their right to “Abstain” on a particular proposal or meeting.


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