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RobecoSAM AG

PRI reporting framework 2018

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

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/


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