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Pensioenfonds Rail & Openbaar Vervoer (Rail & OV)

PRI reporting framework 2018

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(Proxy) voting and shareholder resolutions


LEA 15. Voting policy & approach

New selection options have been added to this indicator. Please review your prefilled responses carefully.

15.1. Indicate whether your organisation has a formal voting policy.

15.2. Indicate what your voting policy covers:

15.4. Provide a brief overview of your organization’s approach to (proxy) voting.

All shareholder meetings at company's in our portfolio are voted upon. In the internally managed portfolio we vote ourselves, for the externally managed portfolio we leave it to the external managers (preferably according to our own guidelines, if not we review the manager's guidelines). We are no activist shareholders so do not file shareholders resolutions ourselves. We do engage in dialogue with shareholders that file resolutions in order to form an informed opinion if necessary.

We do have guidelines on most of the other aspects mentioned above. They are not formally recorded in the voting policy, but are laid down in process descriptions and other policy documents.


LEA 16. Typical approach to (proxy) voting decisions

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


Based on

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).

We use a proxy advisor for casting our votes. Initially the advisor instructs a meeting along the lines of our policy. The instructions are then reviewed (and can be amended) by the portfoliomanager equities at SPF Beheer. In exceptional cases they can divert from our policy. In such a case they must provide a rationale why they do so. Exceptions are only made in the grey cases. For example, according to our policy we will vote against proposals where the total remuneration for the CEO of a company exceeds that of the sector median. However, when the difference is small, the performance of the company is better than that of the sector median, ánd the entire compensation package does not contain any undesired components (high bonus levels, unchallenging bonus targets, etc.) SPF Beheer can decide to support the proposal.

The portfoliomanager equities at SPF Beheer confirms the instructions that our proxy advisor sends them or issues a new instruction on a specific item, including rationale. Then, the instructions are forwarded to the rest of the portfoliomanagers (including the portfoliomanager ESG) and analysts. One of them approves the final instructions and casts the votes. In the spirit of transparency, each quarter the votes casts are published on our website.

16.3. Additional information.[Optional]

The voting recommendations made by the service provider are all reviewed by the portfoliomanagers at SPF Beheer. The situation occurs that, due to external factors and circumstances, they take a different decision.

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

LEA 18. Confirmation of votes (Not Completed)

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]

Our policy is to never abstain from voting, if possible we will always take the decision of either voting yes or no. When we vote against management recommendation we will provide an explanation as needed.

We are always willing to talk with companies and explain our voting position to companies upon request.

Outputs and outcomes

LEA 21. Percentage of (proxy) votes cast

21.1. 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%)

90 %

Specify the basis on which this percentage is calculated

21.2. Explain your reason(s) for not voting certain holdings

21.3. Additional information. [Optional]

We have the intention to vote on all meetings of the companies in our portfolio. For one of the externally managed mandates, however, it was decided not to vote on all company meetings. This is a portfolio with many rather small positions in emerging market companies. The costs of voting are relatively high while the expected influence is limited (due to our small shareholding in the company).

LEA 22. Proportion of ballot items that were for/against/abstentions

22.1. Indicate if you track the voting instructions that you and/or your service provider on your behalf have issued.

22.2. 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
78 %
Against (opposing) management recommendations
22 %
0 %

22.3. Describe the actions you take in relation to voting against management recommendations.

          Depending on the issue. The vote is taken into account by portfolio managers in their communications with the company. If it is a routine issue no special action is taken. If it is an issue of concern, we will talk with the company. The approach may differ per manager.

22.4. Additional information. [Optional]

LEA 23. Shareholder resolutions (Private)

LEA 24. Examples of (proxy) voting activities (Not Completed)