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LBPAM La Banque Postale Asset Management

PRI reporting framework 2019

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.

LBPAM used specialist governance consultants to analyse resolutions and inform its voting decisions based on its own voting policy: Institutional Shareholder Services (ISS) and Proxinvest for French companies. LBPAM also refers back to guidelines issued by the AFG French asset management association before voting. We have a constant dialogue with our providers in order to frequently update our voting principles and ensure that this is implemented in our voting decisions. We have a dedicated analyst that checks that our voting principles are applied at all AGMs.

LBPAM could not apply the principles set by its voting policy in 9 cases, representing 0.1% of total resolutions, for technical reasons. Resolutions concerned 9 companies and the issues were related to nominations of board members, executive remuneration, capital increase and allocation of income.

12.3. Additional information.[Optional]

The Compliance department is in charged of managing conflicts of interests when they arise. The Management board can make final voting decisions if necessary.


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.


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.

Explain

          LBPAM informed companies of its voting decisions before the AGM when companies solicit us.
        

15.3. Additional information. [Optional]

Until 2018 LBPAM focused on increasing its participation to AGMs. LBPAM was cooperative when companies wanted to discuss around AGM items, and transparent when companies asked LBPAM about its voting decisions. 

From 2019 LBPAM plans to improve its dialogue with companies ahead of AGMs, by being more proactive and informing them of our voting decisions in specific cases:

  • significant holdings of LBPAM
  • concerns around corporate governance identified at the AGM.

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.

Explain

          LBPAM informs companies of its voting décisions before the AGM, when they ask us.
        

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%)

87 %

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]

LBPAM defines on a monthly basis a list of companies targeted for voting. In 2018, the criteria used to determine this list were:

  • All European and US securities held in RI Equity strategies
  • Otherwise, for companies with a market cap below 4 billion €: if LBPAM holdings were above 0.5% of share capital
  • Otherwise, for companies with a market cap above 4 billion €: if LBPAM holdings were above 0.05% of share capital.

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
66.5 %
Against (opposing) management recommendations
33.4 %
Abstentions
0.1 %
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]

The percentage of votes against management recommendations slightly decreased between 2017 and 2018 due to the improvement of companies practices on issues like capital increases or the granting of stock-options and performance shares. However, LBPAM voted against more resolutions on some issues like executive remuneration, due to the increase of compensation despite a lower tolerance iin the public opinion. Besides, LBPAM changed its voting policy regarding the allocation of income and the payment of dividend, by trying to make sure that the amount of dividends was not in contradiction wioth the long-term needs of the companies to develop.


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.

20.6. 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.

ESG Topic
Diversity
Conducted by
Objectives

Reaching 40% of women representation in Boards of Directors.

This proportion is already mandatory in some European countries (Norway, France), and is voluntarily reached by some companies in other countries.

To enhance the quality of discussions and allow the expression of different opinions, LBPAM encourages diversity in board membership in terms of experience, nationalities, balance between men and women, employee representation, civil society representation, etc.

Scope and Process

We voted against all male directors when their election could make impossible to reach the target of 40% of women on board, unless they had a clear legitimacy or unless it would have threatened the independence level.

Outcomes
ESG Topic
Executive Remuneration
Conducted by
Objectives

Ensuring an alignment between corporate performance and long term remuneration.

We require that performance conditions for long-term incentive programs (performance shares, stock-options) are assessed on a minimum 3-year period for all sectors.

Scope and Process

During our engagement sessions with companies, LBPAM explained its belief that companies should focus on a long term horizon. As a consequence, performance conditions - whether economic, financial or non-financial - that are used for incentive programmes must be aligned with this long-term horizon.

More and more companies extended the vesting period of their plans, from two to three years, which is now a common practice.

Outcomes
ESG Topic
Political spending / lobbying
Conducted by
Objectives

Improving disclosure on political spending.

Lobbying is legitimate and can help decision-makers to build a sound decision. However, it also raises questions from the public opinion, who needs to be informed of these activities. Several scandals show that lobbies may have too large influence in the political process.

Scope and Process

LBPAM supported shareholder resolutions when they asked for more disclosure on political spending and lobbying activities from large companies. Numerous resolutions around this topic were submitted in the US.

Outcomes

21.2. Additional information. [Optional]


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