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Impax 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.

Impax uses a third-party voting platform to implement our custom voting policies and to facilitate our vote execution, reporting and record-keeping. Impax’s proxy voting principles and guidelines are informed by country governance codes and best practices, advisory governance research, and internal research. We apply our voting principles and guidelines with full consideration to a company’s circumstances, following analysis by the Impax investment team.

The Pax World Funds voting policies are clearly articulated in their Proxy Voting Guidelines. Pax World Funds’ custom policies are provided to our third-party proxy voting agent, which are uniformly applied across the Funds and recorded on the voting platform.

Through regular monitoring, members of the Impax investment team are responsible for ensuring that our voting policies are implemented consistently and accurately on each ballot and that voting decisions are recorded and executed by the voting deadline. Each year we review our proxy votes, using random sampling, to assure that all votes we were entitled to cast were cast, and cast correctly. 

 

 

12.3. Additional information.[Optional]

Proxy voting is a key component in the ongoing dialogue with companies in which we invest.  As such, voting is an important aspect of Impax Asset Management’s investment process. We are committed to ensuring consistent exercise of voting rights associated with shares held in investment mandates where proxy voting has been delegated to us. Through implementation of our voting policy, we aim to enhance the long-term value of our shareholdings, foster corporate governance and sustainability best practices and promote accountability and transparency. We strive to vote on all shares held, where in the best interest of our clients and where excessive costs or administrative burdens are not present.


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.

The securities lending program applies to the Pax World Funds only.


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]

We invest in companies in a variety of countries and markets, voting proxies around the globe each year. Every market has unique rules, reporting requirements, and ESG practices and standards. We strive to stay abreast of new and emerging issues in these markets, and how they relate to global best practices for ESG issues.

We support the UK Stewardship Code and comply with its guidelines regarding proxy voting.

The Pax World Funds comply with the US Securities and Exchange Commission’s proxy voting disclosure requirements for mutual funds.

 


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]

The Pax World Funds vote against all male board slates and, in most cases, require there be at least two women on the board before we consider supporting a full board slate. We then write to companies whose boards we vote against due to insufficient gender diversity, explaining the reason for our opposition, and requesting information on the steps be taken to diversify the board.

 


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%)

99 %

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]

Impax seeks to cast votes on all shares, where there are no legal, financial or technical constraints. In some markets there are very costly and administratively burdensome Powers of Attorney rules that may, in some rare events, prevent effective voting. There are also some specific market rules that we are monitoring and have a process for, namely some markets and companies have non-trading periods just before and/or after General Meetings (share blocking).


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
51.0 %
Against (opposing) management recommendations
48.75 %
Abstentions
0.25 %
100%

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

7

18.4. Additional information. [Optional]

MAIN CORPORATE GOVERNANCE PRINCIPLES THAT WE EXPECT FROM OUR INVESTEE COMPANIES:

  • Creating sustainable, long-term value for stakeholders
  • Protecting shareholder rights
  • Maintaining high integrity in corporate behaviour at all times
  • Ensuring an independent and efficient board structure
  • Aligning corporate incentive structures and remuneration with long-term interests of shareholders
  • Disclosing accurate, timely and transparent financial and corporate governance information
  • Ensuring strong environmental and social performance and disclosures

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]

Escalation can include:

  • Intervening or engaging together with other institutions on the issue
  • Providing feed-back to company's advisors especially regarding voting matters
  • Highlighting the issue and/or joint-engagement through institutional platforms (PRI)
  • Filing or co-filing resolutions at General Meetings

LEA 20. Shareholder resolutions

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

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

14 Total number

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

Went to vote
21 %
Were withdrawn due to changes at the company and/or negotiations with the company
79 %
Were withdrawn for other reasons
0 %
Were rejected/not acknowledged by the company
0 %
Total 100%

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

>50%
67 50-20%
33 <20%

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

Pay inequity poses risk (regulatory, litigation and reputational), while active management of pay equity leads to better diversity outcomes. The Pax World Funds filed/co-filed five pay equity resolutions at financial and technology companies requesting the disclosure of pay equity assessments. Four of the proposals were successfully withdrawn when the companies enhanced their pay equity disclosure, and three companies disclosed the results of their gender pay assessment. One pay equity proposal went to a vote, receiving support of 38.7%.

Greater board gender diversity a been linked with improved decision-making and improved company financial performance. A board diversity proposal was withdrawn when the company amended its governance policies to commit to seeking women and minority candidates in all director searches. The company also made its first female board appointment. 

Proposals at three insurance companies requested they put in place effective oversight for climate change at the board level. Two proposals were successfully withdrawn after engaging with both companies, while the third went to a vote, receiving support of 48%.

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

Impax thoroughly assesses all shareholder resolutions filed by other investors. We assess whether the filing request is relevant, an improvement to governance structures, shareholder rights, environmental and social processes and disclosures, while reasonable regarding cost, resource requirement and reasonable in relation to what the company already has in place. We also assess whether the filing is aligned with Impax's ESG policy and approach. 

20.7. Additional information. [Optional]


LEA 21. Examples of (proxy) voting activities

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

ESG Topic
Diversity
Conducted by
Objectives

We seek to promote greater levels of board diversity at companies globally.

Scope and Process

The Pax World Funds vote against all male board slates and in most cases require there be at least two women on the board in order to consider supporting a full board slate. We write to the nominating committee chair at companies whose boards we vote against due to insufficient gender diversity to explain the reason for our opposition and to request information on any steps the company is taking to achieve greater board diversity moving forward. These efforts opened dialogues with several companies in 2018.

Outcomes
ESG Topic
Executive Remuneration
Conducted by
Objectives

Engagement pre-AGM with a Swiss water infrastructure company, regarding executive remuneration, pratices and transparency. 

 

Scope and Process

We discussed our views regarding the use of TSR as a metric for companies' LTI plans (we are not wedded to that metric, but understand it is broadly used) and highlighted that we generally prefer to see some returns-based metrics, e.g. RoE in the LTI. Also discussed claw-back (or malus) policies for remuneration, which the company agreed it will establish. We voted for the remuneration policy of the company, the transparency and performance alignment was good. 

Outcomes

21.2. Additional information. [Optional]


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