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APG Asset Management

PRI reporting framework 2018

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

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%)

98.5 %

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]

There are impediments to exercising our voting rights which we actively seek to address. This includes the practice of share blocking in certain markets whereby one cannot trade in company shares when voting, or cumbersome share re-registration procedures. APG has been engaging with companies, investors and policymakers alike to change this and as a result we face this issue less frequently, but the proxy voting chain can be optimised further. To date we cannot always be sure that our vote reaches the company correctly or indeed at all. APG is actively working with custodians, companies and investors, as well as policymakers, to address these shortcomings. In 2017, we did not cast a vote on ~1.5% of the ballots that we could have voted for the above reasons.


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
78 %
Against (opposing) management recommendations
19 %
Abstentions
3 %
100%

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

          APG discusses its voting decisions with some companies in advance of or after the annual general meeting but we do not systematically inform all companies. Before the vote is cast: We communicate to selected companies on the basis of the size of our stake, the issue at hand, and the general intensity of our dialogue with the company at the time. After the vote is cast: We disclose all our voting decisions through our public voting disclosure tool on APG's website: https://www.apg.nl/en/asset-management/responsible-investing, and we write to some companies to inform them of how we voted.
        

22.4. Additional information. [Optional]

APG's voting decisions are based upon its voting policy which is part of the APG Corporate Governance Framework, available at the APG website: https://www.apg.nl/en/publicatie/corporate-governance-framework/174.


LEA 23. Shareholder resolutions

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

23.1. Indicate if your organisation directly or via a service provider filed or co-filed any ESG shareholder resolutions during the reporting year.

23.2. Indicate the number of ESG shareholder resolutions you filed or co-filed.

6 Total number

23.3. Indicate what percentage of these ESG shareholder resolutions resulted in the following.

Went to vote

100 %
Were withdrawn due to changes at the company and/or negotiations with the company
0 %
Were withdrawn for other reasons
0 %
Were rejected/not acknowledged by the company
0 %
Total 100%

23.4. Of the ESG shareholder resolutions that you filed or co-filed and that were put to vote (i.e. not withdrawn) how many received:

1 >50%
5 50-20%
<20%

23.5. Describe the ESG shareholder resolutions that you filed or co-filed and the outcomes achieved.

The resolutions below are all part of the voto di lista process in Italy, led by Assogestioni, in which minority shareholders propose their own candidates to the board of directors and/or the board of statutory auditors. APG co-filed shareholder proposals at the following companies in 2017 with candidates being appointed in all cases (even without the absolute majority vote):

  • Enel S.p.A
  • ENI S.p.A.
  • Mediobanca S.p.A.
  • Poste Italiane S.p.A.
  • Telecom Italia S.p.A.

Additionally, we co-filed an environmental shareholder proposal at ExxonMobil at the end of 2016 which was voted on during the 2017 voting season and received 62% support.

23.6. Describe whether your organisation reviews ESG shareholder resolutions filed by other investors.

23.7. Additional information. [Optional]


LEA 24. Examples of (proxy) voting activities

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

24.1. Provide examples of the (proxy) voting activities that your organisation and/or service provider carried out during the reporting year.

ESG Factors
ESG issue
          Remuneration based on performance indicators unrelated to the executives’ performance.
        
Conducted by
Objectives
Scope and Process

At the shareholders' meeting we voted against the proposal for the approval of the remuneration policy. Because the remuneration policy takes too little account of the performance of the CEO and the company, we decided to vote against the remuneration policy. 

Outcomes

The remuneration policy received a large percentage of votes against from shareholders.

ESG Factors
ESG issue
          Lack of time-bound, quantitative targets for more energy efficiency and the use of renewable energy.
        
Conducted by
Objectives

Get the company to evaluate the possibility of including time-bound, quantitative targets for the entire company for more energy efficiency and the use of renewable energy and therewith contribute to reducing energy costs and exposure to energy price volatility, energy availability, and a reduction in CO2 emissions.

Scope and Process

At the shareholder meeting of the company, a shareholder proposal was put on the agenda asking the company to evaluate the possibility of including time-bound, quantitative targets for the entire company for more energy efficiency and the use of renewable energy.

Outcomes

40% of the company’s shareholders supported the resolution. 

ESG Factors
ESG issue
          Executive remuneration
        
Conducted by
Objectives

Appropriate quantum of executive remuneration and more disclosure. 

Scope and Process

We met with the company and sent a letter to (re-)emphasize our policies and views on corporate governance and expressed our concern regarding the appropriate quantum of incentives for the company’s executives. Our suggestion was that the board assembles as many relevant case studies as possible, which should not be limited to the sector peers in the market, for reference by both the board and shareholders. Regarding the company’s extent and means of remuneration disclosure we suggested the board to enhance the quality of disclosure on performance measures for variable remuneration. Lastly, we voted against the company’s executive remuneration report at the company’s AGM

Outcomes

At the company’s AGM, more than 25% of the shareholders voted against the executive remuneration report.

24.2. Additional information. [Optional]


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