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METROPOLE Gestion

PRI reporting framework 2019

Basic information [OO 01 - 09] Asset class implementation gateway indicators [OO 10 - 12] Peering questions [OO LE 01 - HF 01]

Strategy and Governance

Investment policy [SG 01 - 04] Objectives and strategies [SG 05 - 06] Governance and human resources [SG 07 - 08] Promoting responsible investment [SG 09 - 11] Outsourcing to fiduciary managers and investment consultants [SG 12] ESG issues in asset allocation [SG 13 - 15] Innovation [SG 18] Communication [SG 19]

Direct - Listed Equity Incorporation

ESG incorporation in actively managed listed equities [LEI 01 - 10] Implementation processes [LEI 01 - 10] (A) Implementation: Screening [LEI 04 - 06] (C) Implementation: Integration of ESG factors [LEI 08 - 10] Outputs and outcomes [LEI 12 - 13]

Direct - Listed Equity Active Ownership

Overview [LEA 01] Engagement [LEA 02 - 08] Outputs and outcomes [LEA 09 - 11]

Confidence building measures

Confidence building measures [CM1 01 - 07]

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

(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

We use our own research or voting team and make voting decisions without the use of service providers.

Based on

our own voting policy

our clients' requests or policies

other, explain

We hire service provider(s) who make voting recommendations and/or provide research that we use to guide our voting decisions.

We hire service provider(s) who make voting decisions on our behalf, except for some pre-defined scenarios where we review and make voting decisions.

We hire service provider(s) who make voting decisions on our behalf.

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.

METROPOLE Gestion believes that exercising voting rights is an essential part of the relationship between a listed company and its shareholders. We are in a position to exercise voting rights in all companies in our portfolio.

Our voting policy sets out the principles applied by METROPOLE Gestion when exercising voting rights. It does not cover every situation that may arise. We examine all proposed resolutions and decide how we will vote, in the sole interest of our clients and in line with the principles and recommendations issued by the AFG (French asset management association) or locally accepted best practice. We then vote using the ISS voting service.

As a signatory of the UN PRI (United Nations' Principles for Responsible Investment), we ensure that our voting policy is consistent with the environmental, social and governance criteria set out in our Transparency Code, which is available on our website.

We reserve the right not to vote in certain specific cases, when voting would not be in our clients' interest. For example, when shares would be blocked for a long period of time if we exercised our voting rights, restricting fund managers' freedom of movement.

When requested, we inform clients how we have exercised voting rights. As required by the AMF's General Regulation, we draw up an annual report within four months of the end of each financial year, which describes voting during the previous year. This report can be viewed on our website or at the registered office.

It is our philosophy to support the management teams of the companies in which we have invested.

We actively analyse all resolutions put to the vote.

12.3. Additional information.[Optional]

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.

100%

99-75%

74-50%

49-25%

24-1%

Neither we nor our service provider(s) raise concerns with companies ahead of voting

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

Vote(s) for selected markets

Vote(s) for selected sectors

Vote(s) relating to certain ESG issues

Vote(s) on companies exposed to controversy on specific ESG issues

Vote(s) for significant shareholdings

On request by clients

Other

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.

100%

99-75%

74-50%

49-25%

24-1%

We do not communicate the rationale to companies

Not applicable because we and/or our service providers do not abstain or vote against management recommendations

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

Votes for selected markets

Votes for selected sectors

Votes relating to certain ESG issues

Votes on companies exposed to controversy on specific ESG issues

Votes for significant shareholdings

On request by clients

Other

Explain

          We communicate the rationale upon company request or in the context of our engagement Policy (systematically).

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.

Yes

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.

We do track or collect this information

Votes cast (to the nearest 1%)

98 %

Specify the basis on which this percentage is calculated

of the total number of ballot items on which you could have issued instructions

of the total number of company meetings at which you could have voted

of the total value of your listed equity holdings on which you could have voted

We do not track or collect this information

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

Shares were blocked

Notice, ballots or materials not received in time

Missed deadline

Geographical restrictions (non-home market)

Cost

Conflicts of interest

Holdings deemed too small

Administrative impediments (e.g., power of attorney requirements, ineligibility due to participation in share placement)

Client request

Other

17.3. Additional information. [Optional]

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.

Yes, we track this information

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	85 %
Against (opposing) management recommendations	15 %
Abstentions	0 %

100%

No, we do not track this information

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

100

18.4. Additional information. [Optional]

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.

Yes

19.3. Additional information. [Optional]

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.

Yes

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

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.

Add Example 1

ESG Topic	Executive Remuneration\|Company leadership issues\|Other governance Executive Remuneration Climate Change Human rights Company leadership issues Pollution General ESG Diversity Shareholder rights Health and Safety Sustainability reporting Water risks Labour practices and supply chain management Anti-bribery and corruption Deforestation Aggressive tax planning Cyber security Political spending / lobbying Other governance Plastics Other
Conducted by
Objectives	Since our approach is designed to encourage companies to improve their practices, we also engage with them ahead of General Meetings in order to address, and even influence, the content of resolutions to appear on the agenda. In this way we can ensure that this content is aligned with minority shareholder interests and complies with our principles of governance. Capgemini example: as part of the succession plan for Group Chairman and CEO Paul Hermelin, Capgemini decided to appoint two Chief Operating Officers (Aiman Ezzat and Thierry Delaporte) for a period of three years, only one of whom would be confirmed in the role at the end of this period. To insure against the unsuccessful candidate departing immediately to a rival firm, the Group invited shareholders to vote on a severance package in return for a non-compete clause. We took issue with the company on: The dual succession plan, which we considered less than optimal. The conditions for the granting of the severance package, which lacked transparency. Our dialogue with the company provided us with a clearer understanding of the Group's motivations and justifications. Ultimately, we voted in favour of this controversial resolution at the shareholder meeting.
Scope and Process	Discussion ahead of General Meetings in order to address, and even influence, the content of resolutions to appear on the agenda.
Outcomes

Add Example 2

ESG Topic	Company leadership issues\|General ESG Executive Remuneration Climate Change Human rights Company leadership issues Pollution General ESG Diversity Shareholder rights Health and Safety Sustainability reporting Water risks Labour practices and supply chain management Anti-bribery and corruption Deforestation Aggressive tax planning Cyber security Political spending / lobbying Other governance Plastics Other
Conducted by
Objectives	Since our approach is designed to encourage companies to improve their practices, we also engage with them ahead of General Meetings in order to address, and even influence, the content of resolutions to appear on the agenda. In this way we can ensure that this content is aligned with minority shareholder interests and complies with our principles of governance. Total example: we held discussions with Total on a number of resolutions that caught our attention (see details in the scope and process section).
Scope and Process	We held discussions with Total on a number of resolutions that caught our attention: Reappointment of Patrick Pouyanné as Chairman and CEO: the company argued that a single individual with combined powers constituted an advantage in the strategic negotiations characteristic of the sector, and emphasised the presence of a senior independent director. We therefore voted in favour of this resolution. Capital increase by private placement: we made clear to the Group, as to any other company submitting a similar resolution, our opposition in principle, since such measures are dilutive for existing shareholders. We therefore voted against this resolution. Change in the rules for election of the employee representative (shareholder resolution): this proposal limited the rights of any employee to stand for election to this position. We therefore voted against this resolution.
Outcomes

Add Example 3

Add Example 4

Add Example 5

Add Example 6

Add Example 7

Add Example 8

Add Example 9

Add Example 10

21.2. Additional information. [Optional]

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