This report shows public data only. Is this your organisation? If so, login here to view your full report.

ACTIAM

PRI reporting framework 2019

Export Public Responses
Pdf-img

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

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.

In most cases, ACTIAM votes by proxy and voting are executed by a service provider, based on our own voting policy. On a few strategic occasions, ACTIAM may attend AGMs in person.

We make sure our voting policy is adhered to by conducting an annual voting audit, and by disclosing all votes through a tracker on our website. Also we are increasing our insight, monitoring and pro-active decision-making in our proxy voting activities around our focus themes by working with (external) databases like proxy insight.

To increase the impact of our active ownership activities related to our focus themes of climate, land and water, ACTIAM will link voting choices to engagement activities in two ways. First, ACTIAM has more stringent requirements for companies in sectors considered to be high-impact in terms of our focus themes. Specifically, when it comes to supporting management proposals at general meetings, ACTIAM applies additional sustainability requirements in relation to board structure, elections of directors, remuneration, risk management and corporate restructurings.

Secondly, ACTIAM will periodically evaluate how engagement companies are responding to our engagement efforts and how the companies are progressing on the issues identified during engagement. ACTIAM may withhold support for management resolutions when companies are insufficiently responsive or making progress too slowly.

ACTIAM may also file or co-file shareholder resolutions in instances where companies have proven to be insufficiently responsive to regular shareholder dialogue. In 2018, we co-filed at meetings of 7 companies: Tyson Food, Kraft Heinz, The AES Corporation, Ameren Corporation, Mondelez International, McDonald’s, and ExxonMobil.

 

12.3. Additional information.[Optional]


LEA 13. Percentage of voting recommendations reviewed

13.1. Of the voting recommendations that your service provider made in the reporting year, indicate the percentage reviewed by your organisation, giving reasons.

Percentage of voting recommendations your organisation reviewed

Reasons for review

13.2. Additional information [Optional]

To further link voting and engagement ACTIAM, as of 2018, ACTIAM analysts will be contacted by our service provider to preview voting advice of 60 selected engaged companies. In such cases, ACTIAM may apply stricter voting criteria, write a dedicated letter to a company before or after the AGM, or discuss voting decisions in engagement meetings.


LEA 14. Securities lending programme

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

14.2. Describe why your organisation does not lend securities.

This has not our business focus/is not included in our strategy.

14.4. Additional information.


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.

15.3. Additional information. [Optional]

If we have severe concerns, we will always engage with a company and thus raise those concerns ahead of voting. This is not necessarily linked to the AGMs of those companies. Also we have a list of selected companies where we specifically try to link voting and engagement activities.


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]

If we have severe concerns, we will always engage with a company and thus raise those concerns. This is not necessarily linked to the AGMs of those companies. Also we have a list of 60 selected companies where we specifically try to link voting and engagement activities.


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%)

99.6 %

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]

In total, at meetings of 23 companies votes were not casted due the following reasons:

- at 14 meetings, the votes were rejected

- at 3 meetings, the votes were suspended

- at 3 meetings, the votes were not executed 

- at one meeting, the vote instructions were not provided on time

- at 2 meetings, the votes were not processed due to a technical issue


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
86.2 %
Against (opposing) management recommendations
13.2 %
Abstentions
0.6 %
100%

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

16

18.4. Additional information. [Optional]

As a responsible investor, ACTIAM will tend to favour shareholder resolutions seeking policies, measures or disclosures that will have a positive impact on investee companies' social, environmental and ethical performance. We have a detailed policy on shareholder proposals based on our Fundamental Investment Principles. ACTIAM will normally vote in favour of shareholder proposals aimed at improving the company's governance and encouraging the company to implement policies and measures that may prevent a possible conflict with ACTIAM's Fundamental Investment Principles. ACTIAM will vote against shareholder proposals that might lead to the opposite. Just as with standard agenda items, all shareholder proposals will be analysed on a case-by-case basis.

To increase the impact of our active ownership activities related to our focus themes of climate, land and water, ACTIAM will link voting choices to engagement activities in two ways. First, ACTIAM has more stringent requirements for companies in sectors considered to be high-impact in terms of our focus themes. Specifically, when it comes to supporting management proposals at general meetings, ACTIAM applies additional sustainability requirements in relation to board structure, elections of directors, remuneration, risk management and corporate restructurings.

Secondly, ACTIAM will periodically evaluate how engagement companies are responding to our engagement efforts and how the companies are progressing on the issues identified during engagement. ACTIAM may withhold support for management resolutions when companies are insufficiently responsive or making progress too slowly.

To further link voting and engagement ACTIAM, as of 2018, ACTIAM analysts will be contacted by our service provider to review the voting advice of 60 selected engaged companies. In such cases, ACTIAM may apply stricter voting criteria, write a dedicated letter to a company before or after the AGM or discuss voting decisions in engagement meetings.

 

Note that, the percentage in question LEA 18.3 reflects the ratio of number of engaged companies versus the number of companies where we voted against management recommendations. These engagement do not (necessarily) result from the voting outcome/recommendation. In other words, our engagements are not per se related to voting activities. 


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.

19.3. 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.

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

7 Total number

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

Went to vote
71 %
Were withdrawn due to changes at the company and/or negotiations with the company
29 %
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:

0 >50%
3 50-20%
2 <20%

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

  • Tyson Foods, Inc. : Adopt a water stewardship policy. Shareholders request the Board of Directors adopt and implement a water stewardship policy designed to reduce risks of water contamination at: Tyson-owned facilities; facilities under contract to Tyson; and Tyson’s feed suppliers. -> Resolution not accepted.
  • The Kraft-Heinz Company: Report on environmental impacts of using non-recyclable packaging. Shareowners of Kraft Heinz request that the board of directors issue a report at reasonable cost, omitting confidential information, assessing the environmental impacts of continuing to use non-recyclable brand packaging. -> Resolution not accepted.

  • The AES Corporation: Align with 2 Degrees scenario. Resolution requesting that AES, with board oversight, publish an assessment (at reasonable cost and omitting proprietary information) of the long-term impacts on the company's portfolio consistent with limiting global warming to no more than two degrees Celsius over pre-industrial levels. -> Withdrawn according to DEF14A published by company on 10/04/2018

  • Ameren Corp: Align with 2 Degrees scenario. Resolution requesting that Ameren Corporation, with board oversight, publish an assessment (at reasonable cost and omitting proprietary information) of the long-term impacts on the company's portfolio consistent with limiting global warming to no more than two degrees Celsius over pre-industrial levels. -> Resolution not accepted.

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

Yes, we do. We have a specific part of our voting policy that is designed to assess shareholder proposals based on ACTIAM beliefs.

20.7. Additional information. [Optional]

Contiuen 20.5 

  • Mondelez International, Inc.: Report on environmental impacts of using non-recyclable packaging. Shareowners of Mondelēz International request the Board to issue a report at reasonable cost, omitting confidential information, assessing the environmental impacts of continuing to use non-recyclable brand packaging. -> Resolution not accepted.
  • McDonald's Corporation: Reduce foam packaging. Resolution urging the company to assess and reduce the environmental impact of its polystyrene use in beverage cups and food trays. -> Withdrawn as McDonald’s provided a statement agreeing to phase out all foam packaging globally by year end

  • Exxon Mobil Corporation: Disclosure on climate lobbying. Shareholders of ExxonMobil request the preparation of a report, updated annually, disclosing:

    1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

    2. Payments by ExxonMobil used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

    3. ExxonMobil’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.

    4. Description of management’s and the Board’s decision making process and oversight for making payments described in sections 2 and 3 above.

    -> Resolution not accepted.

     


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
Executive Remuneration
Conducted by
Objectives

The remuneration report on the CEO's pay

Scope and Process

ACTIAM voted against the report due to concerns about the CEO's remuneration which exceeds that paid by the company’s industry peers. 

 

Outcomes
ESG Topic
Company leadership issues
Conducted by
Objectives

Election of board members

Scope and Process

ACTIAM did not support the election the chair of Audit Committee, and a director serving on Audit Committee, in light of excessive non-audit fees paid to the company’s auditor in the past fiscal year. We believe that these directors should be held responsible for these compensation practices. Furthermore, ACTIAM voted against the election of the non-independent Chairman of the company as well as the chair of Compensation Committee and Corporate Governance Committee, given the lack of a sufficiently independent board as well as low level of independence of both committees.

Outcomes
ESG Topic
Other governance
Conducted by
Objectives

The shareholder proposal calling for the board of directors to amend the company’s bylaws 

Scope and Process

We supported the proposal in order to give shareholders with an aggregate of 15 percent of outstanding common stock the right to call a special meeting. We believed that supporting this proposal would strengthen shareholders' opportunities to exercise their rights

Outcomes
ESG Topic
Company leadership issues|Other governance
Conducted by
Objectives

The ratification of members of the board of management

Scope and Process

ACTIAM voted against the ratification in view of the countermotion filed by the company’s shareholders. As the countermotion observes, the company produces pesticides which have been associated with a decline in pollinators and other useful living organisms and with negative impacts on soil and water. Consequently, we agree that the board of management is not acting in line with the company's Sustainable Development Policy which declares the company’s commitment to stewardship of the environment and safe handling and use of products. 

Outcomes
ESG Topic
Executive Remuneration|Company leadership issues
Conducted by
Objectives

Advisory vote on executive compensation 

Scope and Process

ACTIAM voted against the vote in view of the lack of metrics linked to sustainability in remuneration structures

Outcomes
ESG Topic
Company leadership issues
Conducted by
Objectives

Proposal requesting the election of a board member

Scope and Process

ACTIAM abstained on the proposal requesting the separate election of a member of the board of directors due to the absence of information on the proposed candidate and we also abstained on the proposal requesting the separate election of a member of the fiscal council due to the lack of information on the proposed candidate.

Outcomes
ESG Topic
Other

specify

          
        
Conducted by
Objectives

Issuing debt instruments

Scope and Process

ACTIAM voted against the authority to issue debt instruments due to the absence of information on the maximum issuance limit or the use of the proceeds resulting from this issuance. ACTIAM also against to issue shares without pre-emptive rights due as we considered the proposed 20 percent limit to be excessive.

Outcomes
ESG Topic
Executive Remuneration|Shareholder rights
Conducted by
Objectives

Remuneration report 

Scope and Process

ACTIAM voted against the report in view of the absence of performance targets under the short-term and long-term incentive plan. Additionally, under the long-term incentive plan, the major shareholder of the company, who also serves as the executive Chair, received a grant of performance shares equal to 93 percent of his base salary. Which, in our view, contributes to excessive total remuneration and is contrary to the interests of minority shareholders.

Outcomes
ESG Topic
Executive Remuneration
Conducted by
Objectives

Executive compensation

Scope and Process

We voted against the advisory vote on executive compensation due to the lack of metrics linked to sustainability in remuneration structures

Outcomes
ESG Topic
Executive Remuneration|Company leadership issues
Conducted by
Objectives

Remuneration plans

Scope and Process

ACTIAM voted against the CEO’s remuneration due to the poor design of the long-term incentive awards including a short performance period and unchallenging performance targets. We also voted against the Deputy CEO’s remuneration in view of the poor overall design of the incentive plan. Finally, ACTIAM voted against the approval of the executive remuneration policy due to the poor design of the company’s long-term incentive awards including a short performance period and unchallenging performance targets.

Outcomes

21.2. Additional information. [Optional]


Top