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CCLA

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 have developed bespoke voting templates with like-minded investors, and aim to vote all our domestic and overseas holdings where it is practical to do so. The templates promote best-practice corporate governance (as identified by the UK Corporate Governance Code, or equivalents in non-UK markets) on issues such as board structure, client concerns about excessive remuneration and our wider engagement priorities. Our service provider is ISS, who we work with in collaboration with other like-minded investors. Voting decisions that are not covered by the templates are taken by portfolio managers. We write to companies ahead of the meeting to inform them of any plans to vote against management and to allow for further engagement. We do not participate in stock lending to make sure that we can always vote. Our voting policy and quarterly voting record are disclosed on our website at https://www.ccla.co.uk/our-approach/how-we-approach-stewardship-and-ethics. 

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]


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.

CCLA does not lend securities as we wish to retain the ability to vote at all holdings.

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]

We always write to companies about our voting. The letter sets out where CCLA intends to vote against management recommendations, along with a brief explanation of our rationale. We also include our other engagement priorites in these letters. 

We have found that these communications can lead to productive, ongoing, engagement with companies.


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.

16.3. 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]

As a matter of policy CCLA seeks to inform companies when we intend to vote against the recommendation of management. This is done by way of letter to the Company Secretary ahead of the meeting. This can lead to ongoing engagement and for us to change our intended vote.

We publish all of our voting decisions on our website at https://www.ccla.co.uk/our-approach/how-we-approach-stewardship-and-ethics. The most common area that we lodge dissenting votes is in regards to executive remuneration; this reflects our clients' concerns about excessive pay levels.


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%)

98 %

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]

We seek to vote all of our clients' assets where it is practical to do so. During the reporting year we did not vote at 2% of meetings. This was due to the following factors:

- We did not receive the notice of ballot in time to vote: in a small number of instances we invested in a new company shortly before a company meeting and we did not recieve the neccessary ballots in time to vote.

- Share Blocking: In a some markets once a share has been voted the fund manager is no longer able to trade that position. We do not believe that, given the small number of companies that it effects, being blocked from trading is in the clients' interest.

- Power of Attorney Arrangements: CCLA does not vote in the small number of markets that require specific Power of Attorney arrangements. We believe that the cost of setting up these agreements mean that it is not in the clients' interest to vote.

- Client requests: in a very small number of instances we have recieved notifications from our clients that they do not want there shares voting at a specific meeting.

To ensure that our clients are not disadvantaged where we do not vote we write to the Company Secretary to inform them of any areas that we would have otherwise voted against the recommendation of management. This has led to productive ongoing engagement.


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
86.1 %
Against (opposing) management recommendations
13.1 %
Abstentions
0.8 %
100%

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]

CCLA has an active voting policy that seeks to promote the best standards of corporate governance and reflect our clients' ethical concerns. For this reason, we regularly vote against management. 

The majority of our dissenting votes relate to executive remuneration reports and policies. CCLA has a longstanding concern about the structure and quantum of many executive pay plans. We do not believe that the emphasis on variable pay, or the level of pay awards, in many current pay policies incentivises longterm growth in shareholder value.

We also vote against the re-election of directors where we have concerns about either their time commitments or the performance of any committees that they are a member of. For instance, we do not support the re-election of the Chair of the Nomination Committee if the company does not display adequate diversity at board and senior management levels and vote against the re-election of the Chair of the Audit Committee if we have any concerns about audit independence.


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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