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UBS Asset Management

PRI reporting framework 2019

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(Proxy) voting and shareholder resolutions

LEA 12. Typical approach to (proxy) voting decisions

12.1. Indicate how you typically make your (proxy) voting decisions.

Approach

Based on

12.2. 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.

We have been voting on behalf of our clients for over 20 years and do so globally in over 50 countries, so long as there is no conflict with the efficient management of client portfolios. Where we have been given the discretion to vote on behalf of our clients, we exercise our delegated fiduciary responsibility by voting in a manner we believe will most favourably impact the economic value of their investments. Such voting decisions are based upon our Proxy Voting Policy.

Our voting process is managed by our Stewardship team, who work closely with our portfolio managers and analysts to determine the most appropriate way in which to vote based upon UBS-AM guidelines and our knowledge of the investee company. Wherever possible we seek to vote consistently across all of our funds. In exceptional circumstances we may choose to vote differently for a fund or portfolio if we regard the issue being voted upon to warrant this. Our voting instructions are processed via ISS' electronic voting platform.

For the exercise of voting rights we use the services of Institutional Shareholder Services, Inc. (ISS). We do not outsource any voting decisions to a third-party and retain full discretion when determining how to vote our client’s shares. We use the services of ISS to supplement our own assessments, with our voting decisions determined according to UBS principles and not based upon the policy recommendations of any of the proxy advisory service. We meet with ISS on a regular basis to discuss the requirements of the UBS policy.

Our dedicated Stewardship team is responsible for ensuring that all ballots are monitored and voted in line with our policies, including those where an automated voting process may be in place. In cases where it is necessary for a vote to be amended then this will be managed by our Stewardship team, for which specific procedures are in place. As part of our annual due diligence of our proxy partner ISS, we randomly select various client ballots and contact each affected custodian to ensure that the instructions we provided were cast as expected. In addition, we use a reconciliation application within the ISS voting platform (ProxyExchange) to reconcile ballots expected versus those received. Any discrepancies are managed by our Stewardship team with the relevant custodian bank.

12.3. Additional information.[Optional]

We believe voting rights have economic value and should be treated accordingly. Good corporate governance should, in the long term, lead towards both better corporate performance and improved shareholder value. Thus, we expect board members of companies in which we have invested to act in the service of the shareholders, view themselves as stewards of the company, exercise good judgment and practice diligent oversight of the management of the company. A commitment to acting in as transparent a manner as possible is fundamental to good governance.

In serving the interests of our clients, some investment capabilities within UBS AM may at times pursue differing approaches towards particular corporate governance, environmental and social issues, including how to vote or abstain on proposals. This reflects the diverse nature of our capabilities. However, in all cases the interests of clients will be paramount. Underlying our voting and corporate governance principles we have two fundamental objectives:

  • We seek to act in the best financial interests of our clients to enhance the long-term value of their investments.
  • As an investment advisor, we have a strong commercial interest that companies in which we invest, on behalf of our clients are successful. We promote best practice in the boardroom.

To achieve these objectives, we have established a set of Principles to guide our exercise of voting rights and the taking of other appropriate actions, and to support and encourage sound governance practices. These Principles are applied globally but also permit us the discretion to reflect local laws or standards where appropriate.

While there is no absolute set of standards that determine appropriate governance under all circumstances and no set of values will guarantee ethical board behaviour, there are certain principles, which provide evidence of good corporate governance. We will, therefore, generally exercise voting rights on behalf of clients in accordance with the following principles.

Board Structure

Some significant factors for an effective board structure include:

  • An effective Chairman is key.
  • The roles of Chairman and Chief Executive generally should be separated.
  • The Board should be comprised of individuals with appropriate and diverse experience capable of providing good judgment and diligent oversight of the management of the company.
  • The non-executive directors should provide a challenging, but generally supportive environment for the executive directors.

Board Responsibilities

Some significant factors for effective discharge of board responsibilities include:

  • The whole Board should be fully involved in endorsing strategy and in all major strategic decisions (e.g., mergers and acquisitions)
  • The Board should ensure that at all times:
  1. Appropriate management succession plans are in place.
  2. The interests of executives and shareholders are aligned.
  3. The financial audit is independent and accurate.
  4. The brand and reputation of the company is protected and enhanced.
  5. A constructive dialogue with shareholders is encouraged.
  6. That it receives all the information necessary to hold management to account.

 

Areas of Focus

Some examples of areas of concern related to our Corporate Governance focus include the following:

  • Economic value resulting from acquisitions or disposals.
  • Operational performance.
  • Quality of management.
  • Independent non-executive directors not holding executive management to account.
  • Quality of internal controls.
  • Lack of transparency.
  • Inadequate succession planning.
  • Poor approach to corporate social responsibility.
  • Inefficient management structure.
  • Corporate activity designed to frustrate the ability of shareholders to hold the Board to account or realize the maximum value of their investment.

 

For more information, our detailed voting policy is available via our website: https://www.ubs.com/global/en/asset-management/investment-capabilities/sustainability.html.

 


LEA 13. Percentage of voting recommendations reviewed (Not Applicable)


LEA 14. Securities lending programme (Private)


LEA 15. Informing companies of the rationale of abstaining/voting against management

15.1. Indicate the proportion of votes where you or the service providers acting on your behalf have raised concerns with companies ahead of voting.

15.2. Indicate the reasons for raising your concerns with these companies ahead of voting.

15.3. Additional information. [Optional]


LEA 16. Informing companies of the rationale of abstaining/voting against management

16.1. Indicate the proportion of votes participated in within the reporting year in which, you and/or the service provider(s) acting on your behalf, have communicated to companies the rationale for abstaining or voting against management recommendations.

16.2. Indicate the reasons your organisation would communicate to companies, the rationale for abstaining or voting against management recommendations.

16.3. In cases where your organisation does communicate the rationale for the abstention or the vote against management recommendations, indicate whether this rationale is made public.

16.4. Additional information. [Optional]

We will inform a company of our voting decision (before/after the vote) upon request and may pro-actively do so on a limited basis for our key positions.


LEA 17. Percentage of (proxy) votes cast

17.1. 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

17.2. Explain your reason(s) for not voting on certain holdings

17.3. Additional information. [Optional]

Common issues which prevent us from exercise our voting rights include shareblocking periods, restrictive or onerous requirement for power of attorney documents through the investment chain and personal representation at the meeting.


LEA 18. Proportion of ballot items that were for/against/abstentions

18.1. Indicate if you track the voting instructions that you and/or your service provider on your behalf have issued.

18.2. 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
86 %
Against (opposing) management recommendations
14 %
Abstentions
0 %
100%

18.3. In cases where your organisation voted against management recommendations, indicate the percentage of companies you have engaged.

18.4. Additional information. [Optional]

We will engage with companies on voting related items in various circumstances. These include where we have a significant position, where we have previously engaged with a company outside of the AGM period, if we have previously voted against a proposal, or if additional information is required to enable us to make an informed voting decision.


LEA 19. Proportion of ballot items that were for/against/abstentions

19.1. Indicate whether your organisation has a formal escalation strategy following unsuccessful voting.

19.2. Indicate the escalation strategies used at your organisation following abstentions and/or votes against management.

19.3. Additional information. [Optional]


LEA 20. Shareholder resolutions (Private)


LEA 21. Examples of (proxy) voting activities (Private)


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