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Veritas Asset Management LLP

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.

As long term shareholders of equities, we believe in voting on all resolutions. We employ a customised policy which is applied by Institutional Shareholder Services ("ISS") and incorporates the Environmental, Social and Governance ("ESG") Red Lines, developed by the non-profit organisation Association of Member Nominated Trustees ("AMNT"). We have signed up ISS to apply a customised screen whereby the Red Lines are applied to UK equities and Global equities on a best endeavours basis. ISS, our third party proxy advisor, provide us with company research and vote recommendations for each meeting resolution based on our blended policy, in addition to providing the vote execution service for the firm. The global investment team will use the research provided alongside their own analysis to determine their vote decision. We vote all resolutions and the research behind the decision is made in house. It is not uncommon for the investment team to have a view which differs to that of our policy vote recommendation. In this scenario we provide rationale to justify our voting decision.

 

12.3. Additional information.[Optional]


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.

14.2. Describe why your organisation does not lend securities.

Philosophically, as long term shareholders we do not believe in stock lending where stock is lent in order to be short sold. Segregated clients can request stock lending, however we do not stock lend in relation to our pooled funds.

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

          Please see below additional information.
        

15.3. Additional information. [Optional]

We raise our concerns with the company when we believe that voting 'FOR' the item may be detrimental to shareholder value.


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]

We provide proxy voting statistics and rationale examples in our quarterly reports.


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%)

95 %

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]

A number of votes were not cast due to there not being a power of attorney (POA) in place.


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
85.7 %
Against (opposing) management recommendations
9.65 %
Abstentions
4.65 %
100%

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

11

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.

19.2. Indicate the escalation strategies used at your organisation following abstentions and/or votes against management.

Specify

          Please see further information below in LEA 19.3
        

19.3. Additional information. [Optional]

When a vote has been unsuccessful, we have two main courses of action; we will either a) engage with the company or b) sell the holding depending on circumstances.

An example in the last 12 months was London Stock Exchange (LSE). We voted against the Chairman over a resolution brought about by TCI in the handling of the dismissal of the CEO at the time. Having conducted a vast amount of work on the issue we decided to vote against the Chairman given we felt strongly he both acted inappropriately and is conflicted in many ways. We informed the company we would be voting against them but less than 30% voted against the resolution. We have a policy not to talk to the press about decisions like this in order to maintain a professional working relationship with the company. In this case, the company has willingly enhanced it's level of engagement with VAM LLP since the vote.

 


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.

We review and vote all shareholder proposals.

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
Executive Remuneration
Conducted by
Objectives

Unilever NV (Consumer Staples) United Kingdom

Proposal -To approve the Directors Remuneration Report

Scope and Process

We cast our vote "AGAINST" approval of the remuneration policy.  Last year the company requested shareholders vote on a 3 year remuneration policy which was endorsed by shareholders at the time (c.96% in favour).  They came back with some substantial changes (some of which are positive from a shareholder perspective) but with greater potential remuneration for the Management Board.  This does not seem justifiable after such a short period.  While we would support some changes to the remuneration policy, a general increase in reward potential is not something we endorsed until the term for the old policy expires.

Outcomes
ESG Topic
Company leadership issues
Conducted by
Objectives

London Stock Exchange Group plc (Financials) United Kingdom

Proposal  - To re-elect Donald Brydon as a Director

Scope and Process

Donald Brydon preceded over a disorderly CEO transition and was central in having agreements in place that prevented either the outgoing CEO or the Board from speaking freely. We were unconvinced that all shareholders were treated equally. Our questions were ignored. London Stock Exchange (LSE)  had just appointed a new CEO, however as Brydon was due to leave the following year there was little overlap and Brydon should have had nothing to do with overseeing the appointment. Furthermore, he was on too many Boards (also Chairman on Sage that has its own troubles right now), so we had doubts over his ability to focus on the task in hand. The whole saga brought the LSE Group into disrepute. Furthermore, we had doubts surrounding his rebuffs to ICE, although that was not certain and suggestions also implicated the outgoing CEO.

Outcomes
ESG Topic
Diversity
Conducted by
Objectives

Oracle (Information Technology) United States

Proposal - Gender Pay Gap

 

Scope and Process

We believe it is in the best interests of Oracle shareholders (in recruiting and retaining talent) that they provide more disclosure on the gender pay gap, in line with other technology peers.

Outcomes

21.2. Additional information. [Optional]

In addition to the above examples, please note we vote on all resolutions and provide rationale in all instances where our vote cast results in a vote "AGAINST" management or our policy recommendation.


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