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RobecoSAM AG

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.

Robeco votes for RobecoSAM investment funds and also on behalf of institutional clients. This is carried out by dedicated voting analysts in our Active Ownership team, which has been doing this since 1998. Today, we vote on behalf of practically all of our publicly pooled funds and many of our segregated mandates. Robeco visits several shareholder meetings in person (most in the Netherlands), but casts most of its votes electronically. Robeco reports about its voting activity in public through its website.


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).

RobecoSAM follows the voting policy of Robeco. Robeco has a comprehensive voting policy based on 20 years of experience and insights, and incorporates specific policy wishes in its mandates where this is requested. We vote at almost all possible meetings relevant to our holdings, regardless of region or company. In practice, we only refrain from voting in specific cases of share blocking which prevent our ownership being recognized in the total number of votes allocated. In these cases we assess the priority of the meeting and the voting impact of our positions.

Our voting analysis is based on the internationally-accepted principles of the International Corporate Governance Network (ICGN) and local guidelines. The ICGN principles provide a broad framework for assessing companies' corporate governance practices. They provide enough scope for companies to be assessed according to local standards, national legislation and corporate-governance codes of conduct. Our assessment also takes into account company-specific circumstances and the management's explanation of company policy. The policy is applicable for all shareholder meetings (AGM's and EGM's) voted for our equity funds.

The policy provides guidance on common proposals for shareholder meetings. Some principles can be applied rule based, where as other agenda items require more assessment. The voting analyst uses assessment frameworks and weekly meetings to make sure the principles are implemented consistently. Relevant voting decisions are made in collaboration with investment teams and engagement specialists. Information captured from the shareholder meeting is taken into account in forthcoming engagement activities.

With our voting and engagement practices, we aim to encourage the management teams of companies in which we invest to implement good corporate governance and responsible policies to increase long-term shareholder value while encouraging responsible corporate behavior.

On a case by case basis we assess if we want to (co-) file a shareholder resolution as part of our voting and engagement activities.

 

16.3. Additional information.[Optional]

Robeco follows a process that assigns different levels of priority for every single shareholder meeting. By applying different filters, voting resolutions that require more extensive analysis are identified. Robeco's research provider has implemented a customized voting policy based on Robeco's corporate governance principles. This customized policy serves as a basis for all voting instructions.

If Robeco's voting policy does not provide a clear direction for the research provider's analysts regarding the desired vote cast, Robeco analysts analyses the resolution and provide specific instructions for the vote cast. Vote decisions of flagged companies are always analyzed by Robeco and manually made by Robeco's own analysts; these are based on in-house analysis which takes into account the research provider's recommendation as well as a number of additional research sources.


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

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.

19.3. Indicate how voting is addressed in your securities lending programme.


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]

Since 2015, Robeco informs companies of the rationale behind "against" votes when they fall under three categories: companies that are under engagement by the Active Ownership Team, companies in which Robeco is a significant shareholder (>1% of issued shares), and all Dutch companies . For example, during proxy season of 2017, Robeco notified approximately 150 companies appearing on watch lists that we had voted against one or more agenda item.

We inform these companies in order to elaborate on our voting rationale and to voice concerns. Often such communication leads to a conversation with the company in question, in which we suggest improvements that the company can make in the future. This process is aimed for improvements in these companies. Given the amount of resources needed for such feedback sessions, we focus on the most relevant holdings, instead of having a standardized or automated process of 'vote against messages' for every single "against" vote. To apply focus, we scope those companies in which we have a significant holding, are already under engagement and in our home market.

In addition to the process outlined above, Robeco aims to achieve maximum transparency in all of our voting activities, both for the companies in which we invest, our clients and beneficiaries, and the general public. Our voting history is therefor made publicly available via our web disclosure platform, which is updated on a continual basis, and available at the link below.

https://www.robeco.com/en/about-us/voting-report/


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%)

98 %

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]

Robeco's policy is to vote in all meetings where we are able to vote. In some specific instances it might not be in the best interest for the shareholders to vote, for instance when shares are blocked for voting and this will restrict trading possibilities. In several markets proxy voting requires share blocking. This means that trading shares is prohibited after sending a voting instruction for an equity position

Therefore, we have developed guidelines to determine if voting is in the best interest of our clients in case of such share blocking. The most important factors in this assessment are the potential impact of our voteable holdings and if anything controversial is on the agenda of the AGM. For these purposes we consider any position above 1% of outstanding voteable shares to be significant. If we have a significant position, we will block shares and vote at the shareholder meeting. In these cases, on a general basis Robeco votes 80% of the equity position. The remaining 20% facilitates ad-hoc trading, if necessary.

.


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
90.08 %
Against (opposing) management recommendations
9.75 %
Abstentions
0.17 %
100%

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

          Since 2015, Robeco informs companies of the rationale behind "against" votes when they fall under three categories: companies that are under engagement by the Active Ownership Team, companies in which Robeco is a significant shareholder (>1% of issued shares), and all Dutch companies.   

We inform these companies in order to elaborate on our voting rationale and to voice concerns. Often such communication leads to a conversation with the company in question, in which we suggest improvements that the company can make in the future. This process is aimed for improvements in these companies. Given the amount of resources needed for such feedback sessions, we focus on the most relevant holdings, instead of having a standardized or automated process of 'vote against messages' for every single "against" vote. To apply focus, we scope those companies in which we have a significant holding, are already under engagement and in our home market .  

Furthermore,  Robeco aims to achieve maximum transparency in our voting activities, both for the companies in which we invest, our clients and beneficiaries, and the general public. Our voting history is therefor made publicly available via our web disclosure platform, which is updated on a continual basis, and available at the link below.  

In some cases, where persistent ESG issues are identified at a company’s shareholder meetings, the company may be selected for our engagement program, at which point a high intensity dialogue will be initiated.
        

22.4. Additional information. [Optional]

https://www.robeco.com/en/about-us/voting-report/


LEA 23. Shareholder resolutions (Private)


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


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