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Rothschild & co Asset Management

PRI reporting framework 2018

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(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]

Attach document


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

Our voting policy aims to guarantee our funds’ investors’ interests.

Our funds’ depositary banks may inform us about general meetings’ dates but it is our duty to manage the general meetings calendar. Submitted resolutions and recommendations are analyzed by our external provider ISS (https://www.issgovernance.com), Institutional Shareholders Services. The most important recommendations might be reviewed by our analysts.

Voting decisions are in fine validated by the Chief Investment Officer. Those decisions are common to all funds.


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).

In the framework of ESG integration criteria in our voting policy, we pay particularly attention on environmental, social and governance issues. Therefore we use the services of ISS ("Institutional Shareholder Services"), specialised in this area which conducts analysis and we follow their ISR's policy recommendations.

Our policy is in line with the principles established by the AFG ("Recommendations on Corporate Governance" by the French Association of Asset Management) on topics such as the separation of functions between the Chairman and the Chief Executive Officer, sufficient proportion of independent directors at the Board of Directors, existence of specialised committees (audit, earnings, etc.), non-accumulation of mandates, transparency of managers' remuneration, etc.

In accordance with the regulation, we establish an annual report detailing the conditions of the votes and the details of each decision is available to the shareholders. When portfolio management is delegated to another management company, the company must exercise its proper shareholders' voting rights policy and debrief us about its voting decisions.

Our voting policy covers Eurozone and applies to companies with market capitalization above  to 350 million €.

Therefore, the actual perimeter of our voting policy is:

  • Euro equities invested through investment vehicles managed by Rothschild Asset Management.

In order to ensure consistency with our ESG policy, we may use our voting rights for all other European equities held in our portfolios.

Furthermore, we reserve the right to exercise our voting rights in case of extraordinary events like:

  • Defensive capital increase if the company is subject to a takeover bid.
  • Investment manager’s decision.
  • Client’s request – if the request is made in order to address an ESG need.

The rest of the world, Unites-States and Japan, and few European countries such as Denmark and Portugal are not included in our voting policy perimeter due to expensive costs linked to the necessary knowledge and analysis, and the execution process of voting rights in those countries.

We do not exercise voting rights if:

  • Securities’ immobilization periods could interfere with day-to-day funds’ management and harm our clients’ interests
  • Resolutions and recommendations are not transmitted and submitted in time for review to the investment management team
  • Exercising our voting rights is too complex (access to information)
  • A dedicated fund’s investor shares with us, the investment management company, its voting instructions for a particular universe

In order to detect, prevent and manage potential situations of conflict of interest that could impact investment management team’s free will, the Group has undertaken serious actions, such as:

  • Chinese walls – between asset management and corporate investment activities
  • Code of Conduct – established by our group’s Head of Compliance
  • Declaration to the Head of Compliance – an internal procedure in order to protect our investment management team from any kind of pressure that could emerge from our investment bank

Any potential conflict of interest would be submitted to the Head of Compliance.

16.3. Additional information.[Optional]

For dedicated mandates to institutions, we can implement a specific voting policy based on their requests.

Occasionnaly, analysts and portfolio managers can review some resolution proposals.


LEA 17. Percentage of voting recommendations reviewed

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

17.1. Of the voting recommendations that your service provider made in the reporting year, indicate the percentage reviewed by your organisation, giving reasons.

Percentage of voting recommendations your organisation reviewed

Reasons for review

17.2. Additional information [Optional]


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]


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%)

94 %

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
89 %
Against (opposing) management recommendations
10 %
Abstentions
1 %
100%

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

          No action is taken after voting against management
        

22.4. Additional information. [Optional]


LEA 23. Shareholder resolutions (Private)


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


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