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NN Investment Partners

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 endeavour to exercise the voting rights in markets worldwide. By casting the votes at shareholder meetings, NN IP can influence matters such as director nominations, board quality and the remuneration policy, thereby playing an important role in the checks and balances of the companies it invests in. We encourage companies to adhere to internationally accepted corporate governance standards in addition to complying with local legal requirements. These standards include the OECD Principles of Corporate Governance and the International Corporate Governance Network (ICGN)’s Global Governance Principles.

NN IP’s voting policies are available on the website and form the basis for all our voting decisions. These voting policies describe how we vote on standard resolutions at annual general meetings and extraordinary general meetings of our investee companies. NN IP has set up a customised voting policy for exercising the voting rights at shareholder meetings on behalf of client assets. Thereby we ensure that shareholder meetings worldwide are voted in line with our own voting policy framework.

The shareholder meetings of our Dutch holdings, companies where we own a larger percentage of outstanding share capital, companies that are on the engagement list and all companies that are held in the Sustainable Equity funds, are manually voted by an in‐house Proxy Voting Committee. Portfolio managers and analysts are represented in this committee in order to ensure a clear linkage between our voting activities and investment activities. In case we deviate from the voting policy, this is discussed and reviewed by the proxy voting committee.

NN IP has a separate voting policy that guides the voting considerations on behalf of NN Group’s proprietary equity portfolio. As this portfolio contains a limited number of holdings, these considerations are always applied on a case-by-case basis. All votes cast at shareholder meetings on behalf of proprietary and client assets can be reviewed on the website.

 

12.3. Additional information.[Optional]


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


LEA 14. Securities lending programme

14.1. Indicate if your organisation has a securities lending programme.

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

14.4. Additional information.

In order to protect our voting rights, we maintain the right to recall and restrict any secu­rities at any time to ensure we can always enga­ge in shareholder meetings. This is embedded in our securities lending process. The Responsible Investment team, which oversees active owner­ship responsibilities, communicates with the Treasury team on which securities cannot be lent and for what period of time. Treasury then recalls these securities and restricts them from lending until voting is concluded. In addition, we auto­matically recall and restrict all the securities on the NN IP engagement list. This ensures we can always exercise our voting rights and prevents “empty voting”, where the borrower of the se­curities ends up with the voting rights, enabling them to potentially act in a speculative way.


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]

Some companies complicated investors’ ability to vote and required additional legal documentation in order for us to vote.


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]


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%)

97 %

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]

It is NN IP's policy to exercise the voting rights in blocking markets, but only for a limited % of our holdings. Otherwise the impact on our trading process will be too significant. Therefore we may opt not to vote on behalf of some funds. Next to that some companies ask for additional documentation before the votes can be exercised. In some instances we had insufficient time to arrange the documentation.


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
88 %
Against (opposing) management recommendations
11 %
Abstentions
1 %
100%

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

40

18.4. Additional information. [Optional]

NN IP discloses its votes on the website through a vote disclosure tool. It has become our standard policy to always add a rationale for all against votes that are exercised. Therefore companies and their proxy agents are always in a position to get an understanding of why we did not support a particular agenda item. Please see this link: https://viewpoint.glasslewis.net/webdisclosure/search.aspx?glpcustuserid=NNI1018


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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