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PRI reporting framework 2019

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


LEA 12. Typical approach to (proxy) voting decisions

12.1. (委任状による)議決権行使を通常どのように決定しているかを明示して下さい。



12.2. 合意された議決権ポリシーがどのように遵守されているかを概観し、ポリシーの例外が適用された場合(該当する場合)のアプローチの詳細を示してください。

The overriding principle governing our approach to voting is to act in line with our fiduciary responsibilities in what we deem to be the interests of our clients. We normally hope to support company management; however, we will withhold support or oppose management if we believe that it is in the best interests of our clients to do so.

We vote on a variety of resolutions issues; however the majority of resolutions target specific corporate governance issues which are required under local stock exchange listing requirements, including but not limited to: approval of directors, accepting reports and accounts, approval of incentive plans, capital allocation, reorganisations and mergers. We do vote on both shareholder and management resolutions.

It is our aim to vote on all securities. However, we refrain from voting in securities or markets where the costs and risks associated with voting outweigh the benefits. For example, requirements to reregister securities, problems with powers of attorney and the requirement to be present at the meetings, means that voting will not be undertaken unless a significant threat to shareholder value arises.

Our Corporate Governance specialists assess resolutions, applying our voting policy and guidelines (as outlined in our Environmental, Social and Governance Policy) to each agenda item. These specialists draw on external research, such as the Investment Association's Institutional Voting Information Services, the Institutional Shareholder Services (ISS), and public reporting.

Our own research is also integral to our process and this will be conducted by both our investment and ESG analysts. Corporate Governance specialists will consult with the relevant analysts and portfolio managers to seek their view and better understand the corporate context. The final decision will reflect what investors and Corporate Governance specialists believe to be in the best long term interest of their client.

When voting, where there is insufficient information with which to make a voting decision we may not vote.

Schroders' Corporate Governance specialists are responsible for monitoring and identifying situations that could give rise to a conflict of interest when voting in company meetings. Where Schroders itself has a conflict of interest with the fund, the client, or the company being voted on, we will follow the voting recommendations of a third party (which will be the supplier of our proxy voting processing and research service).

In the situation where a fund holds investments on more than one side of the transaction being voted on, Schroders will always act in the interests of the specific fund. There may also be instances where different funds, managed by the same or different fund managers, hold stocks on either side of a transaction. In these cases the fund managers will vote in the best interest of their specific funds.

Where Schroders has a conflict of interest that is identified, it is recorded in writing, whether or not it results in an override by the Global Head of Equities.

In order to maintain the necessary flexibility to meet client needs, local offices of Schroders may determine a voting policy regarding the securities for which they are responsible, subject to agreement with clients as appropriate, and/or addressing local market issues. Both Japan and Australia have these.

All voting is overseen by investment professionals (including portfolio managers) and is undertaken to enhance returns for clients. Groups of senior investors and compliance staff meet on a regular basis to review historic voting and ensure that it reflects our policy in different geographies.

It is our policy to disclose our voting activity publicly. On a monthly basis, we produce our global voting report which details shareholder proposals for companies during the period and how the votes were cast, including votes against management and abstentions, along with the rationale behind these decisions. The reports are publicly available on our website:

We also disclose portfolio specific voting activities to clients on request which can be generated on a monthly, quarterly, bi-annual or annual basis.

Our voting logistics are overseen by ISS: they receive the meeting information and deadline dates for all custodians and set their deadline date as the closest deadline for all custodians. Therefore, although some custodian deadlines may be later, all ISS clients adhere to this system. ISS build contingency into these dates as well. From our own internal point of view we run an unvoted report everyday that outlines what votes need to be submitted today in case something has been added without us being notified. This is however, fairly rare.

12.3. 補足情報[任意]

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. 報告年度内に関与した議決権行使のうち、貴社、または貴社の代理を務めるサービスプロバイダーが議決権行使に先立って企業に懸念を表明したものの割合を示してください。

15.2. これらの企業に対し、議決権行使に先立って懸念を表明した理由を示してください。

15.3. 補足情報 [任意]

For the majority of our larger holdings globally we have a rolling programme of engagement.  This allows us to raise concerns well ahead of the need to make any voting decision.  Where we are escalating our concerns through voting the company will be aware.  Our policy is wherever practical to let the company know of our decision ahead of the AGM and the reasoning why.  In 2018 we voted against management on at least one resolution at an AGM approximately 48% of the time.  

In addition we produce monthly voting reports which detail all votes over the period, including votes for, against and abstentions. Where we have voted against management or abstained, we will provide the rationale for such decisions. These reports are publicly available on our website:  We have a programme of contacting all companies who we have voted against and sharing this information with them, so that they can better understand our position. 

LEA 16. Informing companies of the rationale of abstaining/voting against management

16.1. 報告年度内に関与した議決権行使のうち、貴社または貴社の代理を務めるサービスプロバイダーが、議決権行使を棄権する場合、または経営陣の提案に反対票を投じる場合に、当該企業にその根拠を伝えたものの割合を示してください。

16.2. 貴社が議決権行使を棄権する場合、または経営陣の提案に反対票を投じる場合に、企業にその根拠を伝える理由を示してください。

16.3. 貴社が議決権行使を棄権するまたは経営陣の提案に反対票を投じる根拠を伝える場合、この根拠を公表しているか示してください。

16.4. 補足情報[任意]

LEA 17. Percentage of (proxy) votes cast

17.1. 貴社やサービスプロバイダーが(代理)投票の指示を発行するマンデートを有している上場株式について、報告年度中に行った投票の割合を記載してください。


99 %


17.2. 一定の株式保有分について議決権を行使しない理由を説明して下さい:

17.3. 補足情報[任意]

LEA 18. Proportion of ballot items that were for/against/abstentions

18.1. 貴社または貴社の代理を務めるサービスプロバイダーが出した議決権行使に係る指示を追跡しているか示してください。

18.2. 貴社または貴社の代理を務める第三者が出した議決権行使に係る指示のうち、各投票項目の占める割合を示してください。

86.3 %
13.0 %
0.7 %

18.3. 貴社が経営陣の提案に対する反対票を投じたケースにおいて、貴社がエンゲージメントを行った企業の占める割合を示してください。

18.4. 補足情報 [任意]

LEA 19. Proportion of ballot items that were for/against/abstentions

19.1. 不首尾に終わった議決権行使後の正式なエスカレーション戦略が貴社にあるか示してください。

19.2. 棄権後、または経営陣に反対する票を投じた後に貴社が用いるエスカレーション戦略を示してください。

19.3. 補足情報 [任意]

LEA 20. Shareholder resolutions

20.1. 貴社が報告年度中に、直接もしくはサービスプロバイダーを介して、ESG株主決議を提出または共同提出したか示してください。

20.6. 貴社が他の投資家によって提出されたESG株主決議を審査するかどうかについて説明してください。

We support a number of investor initiatives and actively vote in support of ESG resolutions we consider important to each company. For example, since its formation we have been active members of the 'Aiming for A' initiative which promotes greater transparency towards climate risk management and coordinates shareholder resolutions to reflect investor views.

We have a clear policy for reviewing shareholder resolutions that we detailed in our 2018 Annual Sustainable Report: see

20.7. 補足情報[任意] 

LEA 21. Examples of (proxy) voting activities

21.1. 報告年度に貴社またはサービスプロバイダーが実行した(委任状による)議決権行使の例を提供してください。

Executive Remuneration

To express our concerns with the company’s response to a large vote against pay at their 2017 AGM. We did not think the proposed changes went far enough to address the issues shareholders had flagged. We were particularly concerned that 50% of the bonus was based on personal objectives, which paid out 100%.


We engaged with this company individually both prior to, and after, the AGM, as we are a significant shareholder. On the back of our vote against the remuneration policy resolution in 2017, we engaged with the company ahead of their 2018 AGM to highlight that our concerns about incentives remained. In 2018, we highlighted that pay and performance were disconnected. 50% of bonus was based on personal targets, which we did not deem to be material and were subjective in measurement. The company paid 100% on these targets.

Given our concerns over two consecutive years, we escalated our voting power and also voted against the Head of the Remuneration Committee in 2018.

We have also engaged collectively, through the Investor Forum. 



To ensure that companies have a balanced board in terms of diversity.


We had concerns with the number of US companies which still have all-male boards. We believe diversity at board level is fundamentally important for a company’s long-term strategy and success. Diversity of thought promotes challenging discussions at board level and ensures wider stakeholders are represented.

Consequently, we wrote to a number of companies which fell in to this category and advised them that we would be voting against the Head of the Nomination Committee if no women directors were introduced to their board.

We received a range of responses from companies. A number have since introduced a female to their board, some are in the process of looking for suitable  female candidates and there are a few companies who argue that their performance has been good which shows high quality board candidates, irrespective of their gender. We have therefore taken an active voting stance against the Head of the Nomination Committee in these instances.

Company leadership issues

To express our concerns with the current Chairman. He was a former executive at the company and has a tenure exceeding 10 years, both of which compromise his independence. We are also not sure he is the best individual to lead the Board through a challenging time for the company.


We wrote to the Chairman requesting a personal discussion to focus on the speed and scope of the portfolio review and to discuss the balance sheet, which we viewed as being conservative. During the discussion, the Chairman assured us that he wants to be dependable and was focused on long-term shareholder value creation. We highlighted our concerns with the lack of urgency and innovation at the company and he promised that this was being worked on. We also questioned the relationship between the CEO and Chair, given the Chairman’s previous role.

Following our discussion we were still not convinced of the extent to which the Board is pushing for rapid change. We therefore followed up with a letter to the Chairman stating that although we have started to see improvements in the work of the Board, we would still like to see more evidence of improved processes of innovation and urgency when it comes to brand and product positioning.

Given our concerns mentioned and that there has been no attempt by the Board to address the lack of independence of the Chairman, we voted against the Chairman in 2018 and will continue to do so until our concerns are addressed.

Shareholder rights

To express our concerns with the company’s proposed move of headquarters from the UK to the Netherlands which could lead to some long term shareholders being forced to sell. In addition we had long term concerns about the protectionist nature of the Dutch market, and possible moves by legislators to limit the influence of shareholders in the event of a company receiving an approach from an activist or another company.


We engaged with the company as soon as the announcement was made to hear their reasoning behind the move and also to express our own concerns. We did not receive reassurance that the impact on all stakeholders had been evaluated effectively. In line with our stewardship policy, after bilateral meetings we escalated the issue to act collectively, in this case via the Investor Forum. We monitored these discussions closely, but felt that the company was showing little sign of changing its approach. We engaged with the board one last time ahead of the vote, to give them the opportunity to provide a more compelling reason to support the move at the upcoming EGM.

Consistent with our escalation policy, we went to the press with our decision. On 1 October we declared that we would vote against the company’s plans to relocate its headquarters to the Netherlands. Within five days, and after additional dialogue with the Investor Forum, the company abandoned plans and scrapped the proposal in the “best long-term interests of shareholders”.

Political spending / lobbying

To express our support for the company to produce an annual report, which discloses a description of its lobbying-related management oversight and its direct and indirect lobbying policies and expenditures.


We supported a shareholder proposal which called for the company to report on the benefits of lobbying. Specifically, the shareholder asked for disclosure around:

  • Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
  • Payments by the company used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
  • The company’s membership and payments to any tax-exempt organization that writes and/or endorses model legislation.
  • Description of management's and the Board's decision-making process and oversight for making payments described above.

Whilst we identified the company already publishes the amount spent, a list of recipients could not be found, which lead us to vote for this resolution.  The current disclosure was basic so additional information would be useful for investors.

As well as voting for the resolution we also engaged directly with the company.  Consequently, the company agreed to the terms of the resolution ahead of the meeting.  We have had follow up conversations on the changes that can be made effectively and engaged with the lobbying groups that they are members with setting out our expectations on the issue of climate change.


21.2. 補足情報[任意]