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Comgest

PRI reporting framework 2018

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

(Proxy) voting and shareholder resolutions

Overview

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:

15.3. Attach or provide a URL to your voting policy. [Optional]

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

As an active investor and a member of the UN PRI, Comgest’s objective is to vote systematically at all shareholder meetings held by all companies it invests in when this is technically possible and deemed to be in the interest of the shareholders. Comgest has designed its Voting Policy based on its own beliefs as well as commonly accepted best practices. Comgest has chosen Institutional Shareholder Services (ISS) as a proxy voting service provider.

Comgest’s analysts and portfolio managers receive specific voting recommendations prepared by ISS’ specialist analysts (Social Advisory Services) based on voting rules defined by Comgest for each region of investment.


Process

LEA 16. Typical approach to (proxy) voting decisions

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

Approach

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).

Votes that are not in line with recommendations systematically receive a documented justification. Given the fact that no voting policy can apply ex-ante to all cases, we consider that having at least a small percentage of deviation from recommendations based on one’s voting policy demonstrates that decision makers think and vote responsibly.

16.3. Additional information.[Optional]

For some clients, Comgest applies the voting policy of the client according to what is specified in the investment management agreement.


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


LEA 18. Confirmation of votes

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

18.1. Describe your involvement in any projects to improve the voting trail and/or to obtain vote confirmation .

          Participation to a working group based in France and aiming at leveraging new digital platforms (VOTACCESS), which enable proper voting trail and vote confirmation.
        

18.2. Additional information. [OPTIONAL]

          
        

LEA 19. Securities lending programme

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

19.1. Indicate if your organisation has a securities lending programme.

19.2. Describe why your organisation does not lend securities?

Comgest never lend securities because we consider it is not an activity that is compatible with responsible investment.

19.4. Additional information.

          
        

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 voting policy is publicly available on our website and we have told companies to use it ahead of the AGMs.

We also share our voting decisions when companies ask for them ahead of the AGM through consultation with shareholders.


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%)

99 %

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]


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
80.9 %
Against (opposing) management recommendations
19.1 %
Abstentions
0 %
100%

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

          Sometimes we inform the company of our votes and engage with it on related issues.
        

22.4. Additional information. [Optional]


LEA 23. Shareholder resolutions

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

23.1. Indicate if your organisation directly or via a service provider filed or co-filed any ESG shareholder resolutions during the reporting year.

23.6. Describe whether your organisation reviews ESG shareholder resolutions filed by other investors.

Yes, shareholder resolutions filed by other investors are reviewed carefully. Usually Comgest supports proposals that are deemed in the long-term interest of all shareholders.

23.7. Additional information. [Optional]


LEA 24. Examples of (proxy) voting activities

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

24.1. Provide examples of the (proxy) voting activities that your organisation and/or service provider carried out during the reporting year.

ESG Factors
ESG issue
          Remuneration practices
        
Conducted by
Objectives

Force change on remuneration policy and practices at one of our investee company based in Germany

Scope and Process

After having engaged with the company for years and having voted against its "say on pay" item at its AGM, we talked to the board, which listened to us. In 2017, the agenda of the AGM showed no item related to a "say on pay". Instead of moving forward, the company moved backward. Despite having long-standing and rather good relationships with the company, we decided to vote against the item of discharge of reponsibility to the Supervisory Board in a protest for such reluctance to change and to listen its shareholders.

Outcomes

The company faced an uproar at its 2017 AGM, on which we followed up with further engagement. In early 2018, company has started to fundamentally revise its compensation policy to increase transparency and improve readability. In addition, the company made amendments to the executive compensation. In particular, from the year 2018 the short-term variable remuneration no longer includes a discretionary component, and the maximum target threshold was lowered. Furthermore, claw back provisions and severance caps were introduced in compliance with the German Corporate Governance Code.

24.2. Additional information. [Optional]


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