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Wellington Management Company LLP

PRI reporting framework 2018

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


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。


98 %


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:

          In certain instances, Wellington Management may be unable to vote or may determine not to vote a proxy on behalf of one or more clients. For example, we may be unable to vote proxies when the underlying securities have been lent out pursuant to a client’s securities lending program. In general, Wellington Management does not know when securities have been lent out and are therefore unavailable to be voted. Efforts to recall loaned securities are not always effective, but, in some circumstances, Wellington Management may recommend that a client attempt to have its custodian recall the security to permit voting of related proxies. Another instance when we may refrain from voting is when the cost of voting outweighs the value of the vote. For example, we typically do not vote in share blocking markets, where countries impose trading restrictions or requirements regarding re-registration of securities held in omnibus accounts in order for shareholders to vote a proxy. The consequences of such requirements – including the potential impact on liquidity – are evaluated on a case by case basis when determining whether to vote such proxies.

21.3. Additional information. [Optional]

We may refrain from voting where the cost of voting outweighs the value of the vote. For example, we typically do not vote in share blocking markets, or on securities that are on loan. In share blocking markets shareholders are unable to trade their stock from the day they vote their proxies until the day after the shareholders meeting. Vote deadlines are typically 7-10 days prior to the meeting in such countries, implying that the stock is illiquid for a period of time. We therefore decline to vote in these countries unless the issue has such clear and quantifiable value that we are willing to sacrifice liquidity.

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。

92 %
7 %
1 %

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。

          Votes for or against management are made in the context of our voting process, which is governed by the firm’s Global Proxy Policy and Procedures and Global Proxy Voting Guidelines. The policy is written to support the best economic interest of the client, in accordance with regulatory and fiduciary requirements.

The firm examines each proxy proposal and votes against issues that we believe would have a negative effect on shareholder rights or the current or future market value of the company’s securities. The analyst who covers the stock or the Portfolio Manager who owns the stock may be consulted for company specific recommendations, particularly when the policies do not address the issues to be voted.

Occasionally, in the course of voting on specific proxy issues, potential conflicts may arise between the interests of clients and Wellington Management. Because Wellington Management has a fiduciary obligation to resolve such potential conflicts solely in the long-term interest of clients, the firm has established policies and procedures designed to resolve potential conflicts of interest, and these procedures can be found in the firm’s Proxy Policies and Procedures.

Pursuant to the referenced Proxy Policies and Procedures, potential conflicts may be resolved by votes in accordance with our published Proxy Voting Guidelines document. Alternatively, where the published voting guideline is “case-by-case,” where no published guideline exists, or where the proposed voting position is contrary to a published guideline, two disinterested ombudsmen from the Investment Stewardship Committee are appointed to review the recommendations of the ESG Research Team, oversee any discussion or debate with respect to the proposed votes, attend any meetings with the company or other outside parties with an interest in the matter, and to certify that the voting process and ultimate votes were properly executed and documented.

22.4. Additional information. [Optional]

LEA 23. Shareholder resolutions



23.1. 貴社が直接またはサービスプロバイダーを経由して報告年度にESG関連の株主決議を提出または共同提出したかどうかを明示してください。

23.6. 貴社が他の投資家によって提出されたESG株主決議を審査するかどうかについて説明してください。

Yes, we review the vast majority of shareholder proposals on a case-by-case basis. While Wellington Management does not rely on any external parties for recommendations or vote determinations, we do subscribe to the research products supplied by various proxy advisors and research providers, including ISS and Glass Lewis. 

Wellington's Proxy Voting Guidelines outline our approach to evaluating these resolutions, with shareholder proposals denoted with "SP" next to them. For example, our approach to shareholder proposals requesting the adoption of a clawback policy is as follows: We believe that companies should have the ability to recoup incentive compensation from members of management who received awards based on fraudulent activities or an accounting misstatement. Consequently, we may support shareholder proposals requesting that a company establish a clawback provision if the company’s existing policies do not cover these circumstances. 

23.7. Additional information. [Optional]

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