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Martin Currie Investment Management

PRI reporting framework 2018

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

(委任状による)議決権行使および株主決議

概要

LEA 15. Voting policy & approach

この指標には新しい設問が追加されています。事前に入力されている回答を精査してください。

 

15.1. 貴社において正式な議決権行使ポリシーを設定しているかどうかを明示してください。

15.2. 議決権行使ポリシーの対象範囲を記載してください。

その他

          Record keeping is also articulated in this document
        

15.3. 議決権行使ポリシーを添付するか記載されたURLを提示してください [任意]

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

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.

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. Where the recommendations of our proxy advisor, both for and against proposals, are supported by our internal research we will generally vote in accordance with these recommendations.


プロセス

LEA 16. Typical approach to (proxy) voting decisions

16.1. (委任状による)議決権行使を通常どのように決定しているかを明示して下さい。

アプローチ

以下に基づいて行う

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).

Our proxy voting policy is overseen by our head of governance and sustainability.  The policy is available to all investment staff and frames the decisions made in respect of voting proxies.

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 engages 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. Where the recommendations of our proxy advisor, both for and against proposals, are supported by our internal research we will generally vote in accordance with these recommendations.

Where our view does not support the recommendation from our proxy advisor we document the reasons  for this and also confirm that there is no conflict of interest.  This decision is the signed off by the Head of Stewardship and ESG who is independent of the portfolio managers and investment analysts and is recorded in our research portal.

Our voting instructions are actioned by our client operations team.  They will only process voting instructions if the correct procedures are followed.  The investment team also receive confirmation from the client operations team that votes have been processed in accordance with instructions - a screen-shot is taken of the instructions once placed.

Proxy voting also forms part of the audit process.  This is designed to ensure that votes are cast in the manner intended, they are adequately documented and that there are no conflicts of interest. 

16.3. Additional information.[Optional]

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 policy which is 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. In Emerging Markets one of our clients uses the services of an alternative voting service.  In these markets this provides an additional perspective on voting issues.  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 / service provider.  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. Where the recommendations of our proxy advisor, both for and against proposals, are supported by our internal research we will generally vote in accordance with these recommendations.


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

この指標には新しい設問が追加されています。事前に入力されている回答を精査してください。

 

20.1. 貴社または貴社に代わって行動するサービスプロバイダーは、議決権の行使に先立って、当該企業に対し懸念等を表明しているかどうか明示してください。

20.2. 貴社や貴社に代わって行動するサービスプロバイダーは、議決を棄権したり、経営陣の提案に反対票を投じる場合に、当該企業にその理由を伝えているかどうかを明示してください。

20.3. Additional information. [Optional]

Our view is that informing management of the rationale when we decide to abstain or vote against management recommendations is best practice and forms part of our standard procedure.  Where possible we will try to engage with management ahead of a vote, explaining the rationale for our decision and giving them the opportunity to respond. 


成果および結果

LEA 21. Percentage of (proxy) votes cast

21.1. 貴社やサービスプロバイダーが(代理)投票の指示を発行するマンデートを有している上場株式について、報告年度中に行った投票の割合を記載してください。

1%単位の投票率

99 %

この投票率の計算基準を明記してください

21.2. 一定の株式保有分について議決権を行使しない理由を説明して下さい:

21.3. Additional information. [Optional]

Where clients have delegated responsibility for voting on their holdings to Martin Currie we vote all holdings globally. The only exception is where a meeting is subject to share-blocking in which case we will review the vote on a case-by-case basis.


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

22.1. あなたの貴社では、貴社や貴社に代わって行動するサービスプロバイダーが出した議決権行使に係る指示を追跡しているかどうか明示してください。

22.2. 貴社または貴社の代理である第3者機関が出した議決権行使に係る指示について投票の割合を記載してください。

議決権行使に係る指示の対象
投票の内訳(%)
経営陣の議案に対する賛成票
93 %
経営陣の議案に対する反対票
7 %
棄権
0 %
100%

22.3. 経営陣の提案に反対票を投じた後にあなたの貴社が取る措置について記載して下さい。

          Our view is that informing management of the rationale when we decide to abstain or vote against management recommendations is best practice and forms part of our standard procedure.  Where possible we will try to engage with management ahead of a vote, explaining the rationale for our decision and giving them the opportunity to respond.   This will also set out our approach to ongoing engagement with management once the votes are cast.
        

22.4. Additional information. [Optional]

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.

Best Practice

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.

Leadership

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.

Effectiveness

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.

Accountability

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.

Remuneration

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.


LEA 23. Shareholder resolutions (Private)


LEA 24. Examples of (proxy) voting activities (Private)


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