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ERAFP - Etablissement de Retraite Additionnelle de la Fonction Publique Pension Scheme

PRI reporting framework 2020

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 that your agreed-upon voting policy is adhered to, giving details of your approach when exceptions to the policy are made.

The management of our listed equities is delegated to asset managers which have to apply our voting policy. Yet, in order to ensure correct interpretation of this policy, each year, ERAFP analyses, helped by its service provider research, the resolutions submitted to 60 AGMs (representing about 50% of our listed equity portfolio in terms of market value) and coordinates the votes of its asset managers on these resolutions.

For its remaining holdings, ERAFP has implemented an ex-post monitoring of the votes cast by its asset managers: once a year a synthesis on the AGM season is made and aims at determining the number of votes cast, the types of votes (for, against, etc.), etc. However there is no formalised audit system in place in order to ensure after each AGM that votes have been cast.

12.3. Additional information.[Optional]

ERAFP’s equity investments are made through French-registered investment funds (FCPs) whose management is delegated to investment companies. ERAFP does not therefore directly exercise the voting rights associated with the shares making up the portfolios.

However, ERAFP’s investment mandates specify that “the mandate-holder agrees to exercise the voting rights attached to the FCP’s financial instruments in the exclusive interests of ERAFP, in accordance with its orientations, and, in particular, in compliance with the SRI Charter”.

Moreover, in 2019, ERAFP has reviewed its asset managers' voting recommendations before the Annual General Meeting for the 60 most important issuers, representing around 50% of the market value, of its listed equities portfolio.


LEA 13. Percentage of voting recommendations reviewed (Not Applicable)


LEA 14. Securities lending programme

14.1. Does your organisation have a securities lending programme?

14.2. Describe why your organisation does not lend securities.

Securities lending programme is not aligned with ERAFP's investment beliefs. 

14.4. Additional information. [Optional]


LEA 15. Informing companies of the rationale of abstaining/voting against management

15.1. Indicate the proportion of votes participated in within the reporting year in which where you or the service providers acting on your behalf raised concerns with companies ahead of voting.

15.2. Indicate the reasons for raising your concerns with these companies ahead of voting.

15.3. Additional information. [Optional]

ERAFP's service providers (ISS and Proxinvest) give the opportunity to each company to discuss voting issues ahead of the AGMs (including during a meeting). Service providers also sent ahead of the AGM's the voting recommendations and their priority attention points. Discussions with companies could be led ahead of the AGM to better understand issues related to the AGM's agenda (executives' remuneration, board members independence, ESG strategy,...) .

In addition to potential discussions with companies ahead of voting or after the vote, ERAFP recommends to all its assets managers to send its voting policy to each issuer in their portfolio.

ERAFP could also supported shareholder resolution's projects and statements ahead of AGMs on ESG issues


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

16.1. Indicate the proportion of votes where you, and/or the service provider(s) acting on your behalf, communicated the rationale to companies for abstaining or voting against management recommendations. Indicate this as a percentage out of all eligible votes.

16.2. Indicate the reasons why 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 abstaining or voting against management recommendations, indicate whether this rationale is made public.

16.4. Additional information. [Optional]

Service providers sent their voting recommendations to companies and can discuss and explain them with companies before or after the AGMs.

In addition, ERAFP publishes each year its voting synthesis covering the 60 most important companies (in terms of market value) of its listed equity portfolio on its website explaining the main reasons of its voting (but does not published results at the company level) recommendations: https://www.rafp.fr/en/sites/rafp_en/files/publication/file/voting_at_general_meetings_of_shareholders_gms_-_review_of_2019.pdf

Finally, within the framework of engagement led with companies in portfolios managed for ERAFP, asset managers discuss issues related to AGM's agenda ahead and after AGMs (governance represents 32,5% of direct engagements led by asset managers and 11,5% of collaborative engagements for ERAFP's listed equity portfolio).


LEA 17. Percentage of (proxy) votes cast

17.1. For listed equities in which you 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]


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

18.1. Indicate whether you track the voting instructions that you or your service provider on your behalf have issued.

18.2. Of the voting instructions that you and/or third parties on your behalf have issued, indicate the proportion of ballot items that were:

Voting instructions
Breakdown as percentage of votes cast
For (supporting) management recommendations
63.1 %
Against (opposing) management recommendations
35.9 %
Abstentions
1 %
100%

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

15

18.4. Additional information. [Optional]

We indicate the % of asset managers' direct and collaborative engagements on our behalf focusing on governance issues (on total of listed equity portfolio's companies). 

The link between voting recommendations and engagement is difficult to monitor as direct engagement is mostly done by ERAFP's asset managers on behalf of ERAFP. 

ERAFP participates to a collaborative engagement on tax which support its voting policy on fiscal responsibility.

Finally, ERAFP's service providers also give the opportunity to issuers to discuss their voting recommendations before and after the vote.


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]

In case of vote against or abstention, ERAFP aims to engage with companies, directly or via its asset managers, on the concern.
That could be by filing or supporting a shareholder resolution or statement the year after or by engaging the company on a specific issue


LEA 20. Shareholder resolutions

20.1. Indicate whether your organisation, directly or through a service provider, filed or co-filed any ESG shareholder resolutions during the reporting year.

20.7. Additional information. [Optional]

We do not filed or co-file resolution this year but we supported some and also supported AGM's statement (Robeco's statement at the Shell AGM related to its climate strategy)


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 promotion of the principles of transparency, equity, moderation and financial and extra-financial performance-related in determining executive remuneration.

 

Scope and Process

We have recommended votes against global remunerations which exceed one hundred times the country minimum salary (for instance, the SMIC in France) and/or which exceed fifty times the company's median compensation.

Moreover, we have voted against bad remuneration structure (fixed remuneration much more important than variable for instance) and lack of transparency or not enough exigent performance criteria

ERAFP pays particular attention to this theme as its service providers, especially the one for vote at French company, Proxinvest

In 2019, ERAFP voted against 92,4% of executives' remuneration on its French companies' sample and 100% on its foreign sample 

Outcomes
ESG Topic
Diversity
Conducted by
Objectives

Increase the proportion of women on boards.

Scope and Process

ERAFP considers that by the end of the 2017 general meetings season all European and US companies should have a board made up of at least 40% women and will therefore vote against any appointment that prevents this target from being achieved. Lastly, ERAFP will support the relevant proposals in any country where there is an initiative involving investors aimed at increasing the proportion of women on boards.

To take better account of the specific features of each company, ERAFP may recommend supporting the proposed appointment of candidates who would strengthen the board of directors in a particularly problematic area, even if the other criteria are not complied with. For example, ERAFP may support a female candidate presenting conflicts of interest (or holding an excessive number of board appointments, etc.) if the proportion of women on the board of directors is particularly low and even if fewer than half of the board members present no conflicts of interest. 

In 2019, the female rate on board for ERAFP's French sample was 45%, an acceptable level. For foreign companies of the ERAFP's sample the level was at 35% so has still to progress but improved compared to the 29% in 2018.

Outcomes
ESG Topic
Other governance
Conducted by
Objectives

good governance: Independence and check and balances 

Scope and Process

​The Board of Directors must be able to exercise objective judgement on the company’s affairs. The combination of the Chairman of the Board and Chief Executive Officer functions creates a potential conflict of interest on all matters taken up by the board of directors (strategy, evaluation of the top company officer, remuneration, audit, succession process planning). It is highly preferable that the CEO be accountable to an independent Chairman of the Board who is in a better position to organise the work of the Board and to oversee and evaluate management, if applicable. ERAFP therefore recommends a separation of roles Chairman and CEO. However, in certain specific cases, the combination of roles may be accepted, exceptionally and temporarily. The checks and balances in place in such cases should be sufficient to counterbalance the power of the Chairman and CEO, and the combination of roles should be justifiable given the company’s context. Moreover, unless the company’s context continues to justify otherwise, ERAFP would prefer the company to return to a situation of separation of functions. 

In 2019, ERAFP voted against 4 of the 5 reappointments of CEOs to the board where simultaneously holding these two positions was considered inappropriate or unjustified

Outcomes

21.2. Additional information. [Optional]

In 2020, in the context of implementing its voting policy, ERAFP will pay particular attention to the following themes:

—  transparency of the company’s business and its financial position;

—  the implementation of responsible dividend distribution policies;

—  the proportion of women on boards;

—  the promotion of the principles of transparency, equity and moderation in determining executive remuneration. 

—  the consideration of CSR issues, particularly climate change, in corporate governance


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