There are five principal areas which Martin Currie addresses in operating its voting policy: 1. Board structure and election of directors 2. Directors remuneration 3. Audit and appointment of auditors 4. Reporting and financial disclosure 5. Technical issues - particularly shares without pre-emption rights
The framework for how we vote in any particular case is our governance oversight of investee companies and proxy voting policy.
We summarise below what we regard as best practice for the companies in which we invest. These determine how we engage and interact with investee companies and influence how we will cast votes on behalf of our clients.
Every company should be led by an effective board, which is collectively responsible for the long term success of the company.
There should be a clear division of responsibilities between the running of the board and executive responsibility for running the company's business. No one individual should have unfettered powers of decision or influence.
The chairman is responsible for board leadership and ensuring its effectiveness in all aspects of its role.
As part of their role as members of a unitary board, non‐executive directors should constructively challenge and help develop proposals on strategy.
The board and its committees should have the appropriate balance of skills, experience, independence and knowledge of the company to enable them to discharge their respective duties and responsibilities effectively.
There should be a formal, rigorous and transparent procedure for the appointment of new board directors.
All directors should be able to allocate sufficient time to the company to discharge their responsibilities effectively.
All directors should receive an appropriate induction on joining the board and should regularly update and refresh their skills and knowledge.
The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties.
The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors.
All directors should be submitted for re‐election at regular intervals, subject to continued satisfactory performance.
The board should present a fair, balanced and understandable assessment of the company's position and prospects.
The board is responsible for determining the nature and extent of the significant risks it is willing to take in achieving its strategic objectives. The board should maintain sound risk management and internal control systems.
The board should establish formal and transparent arrangements for considering how they should apply corporate reporting, risk management and internal control principles and for maintaining an appropriate relationship with the company's auditor.
Executive directors' remuneration should be designed to promote the long-term success of the company. Performance-related elements should be transparent, stretching and rigorously applied.
There should be a formal and transparent procedure for developing policy on executive remuneration and fixing the remuneration packages of individual directors.
No director should be involved in deciding their own remuneration.
Executive management should make a material long-term investment in shares of the businesses they manage.
Pay should be aligned to long-term strategy and the desired corporate culture throughout the organization.
Pay schemes should be clear, understandable for both investors and executives, and ensure that executive rewards reflect returns to long-term shareholders.
Remuneration committees should use the discretion afforded them by shareholders to ensure that awards properly reflect business performance.
Companies and shareholders should have appropriately regular discussions on strategy and long-term performance.
Relations with shareholders
There should be a dialogue with shareholders based on the mutual understanding of objectives. The board as a whole has responsibility for ensuring that a satisfactory dialogue with shareholders takes place.
The board should use the AGM to communicate with investors and to encourage dialogue.
We recognise that we have a duty to act in the best interests of our clients. To that end, our proxy voting policy is designed to enhance shareholders' long-term economic interests. All our voting decisions are made in-house and are undertaken in accordance with our corporate governance guidelines and in line with our clients' best interests. Proxy voting is integral to stewardship and as such we will routinely inform management of our investee companies when we are voting against them and provide our rationale for this.
Our policy is updated at least annually, taking into account emerging issues and trends, the evolution of market standards, and regulatory changes. The policy considers market-specific (recommended) best practices, transparency, and disclosure when addressing issues such as board structure, director accountability, corporate governance standards, executive compensation, shareholder rights, corporate transactions, and social/environmental issues.
ISS, our proxy voting advisor, and Ownership Matters, also provide voting recommendations for Martin Currie in accordance with their own policies which are closely aligned with our internal policy. As appropriate, they engage with public issuers, shareholders, activists, and other stakeholders to seek additional information and to gain insight and context in order to provide informed vote recommendations. Martin Currie's starting point is to act in the best interests of our clients. Our voting decisions are informed by both our own internal work and that of our proxy advisor. We assess voting matters on a case-by-case basis, taking into account a company's circumstances but are guided by our over-arching principles on good corporate governance. The assessment is carried out by the member of the investment team with responsibility for the stock in conjunction with the Head of Stewardship and ESG. We recognise that regulatory frameworks vary across markets and that corporate governance practices vary internationally. We will normally vote on specific issues in line with the relevant market guidelines.