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CBRE Global Investors

PRI reporting framework 2020

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

During our annual review of Clarion's proxy guidelines, CBRE Clarion's Head of ESG, who is the senior investment professional in change of the proxy voting process, will keep track of items from the prior year's proxy season where we may have had to clarify our guidelines, and determine if we want to propose any changes to current guidelines.  Additionally, we receive updates from the proxy service providers outlining any changes that they are making to their recommendations for the coming year.  The Head of ESG, senior portfolio managers and our CEO discuss CBRE Clarion's stance on those issues, and a determination is made as to whether we will make any changes to CBRE Clarion's guidelines on those particular items.  Any changes to CBRE Clarion guidelines are recorded with our service provider.  Analysts are informed of the new updates to the guidelines at the beginning of the year.

The voting process is carried out by the individual analyst for that analyst's coverage universe, with oversight from the Head of ESG. An associate from our operations team with responsibility for proxy administration provides the analysts with the third party research reports, as well as an summary of the CBRE Clarion guidelines pertaining to the particular items up for vote.  The CBRE Clarion analyst reads through the research as well as the public proxy filing, and votes the items.  The CBRE Clarion analyst communicates the vote to the operations associate, and the Head of ESG and senior portfolio managers are copied on all communication. The CBRE Clarion analyst who is voting, plus a designated senior member of the investment team both must sign off on any votes that go against CBRE Clarion's internal guidelines.  It is a formal document with the name of the company, the ballot item, the vote, and the reason for going against CBRE Clarion guidelines.  The document is maintained by our compliance department.

12.3. Additional information.[Optional]

 

 


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. 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]

The determination whether to communicate with companies before or after voting largely depends on the significance of the issue, or the materiality of the company in our clients’ portfolios. The service provider reports also may indicate issues of concern, which the companies sometimes respond to publicly, ahead of the vote. Companies are available to take calls or meetings prior to the AGM if we wish to discuss any 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]

We typically do not make individual votes public but will have discussions with clients who request this information. For our mutual funds which we manage, our votes are made public.  We also will share how we voted on a particular issue with company management teams upon request.  In 2020, one of CBRE Clarion's goals is to provide more disclosure on our website pertaining to our voting record.  


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%)

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]

During 2019, there were 243 meetings with a total of 2,568 ballot proposals.  Within those ballots, there were 31,263 potential votes (given that certain ballots for director elections count each director as a separate vote).  Of those, there were 559 which we either did not vote, abstained or withheld our vote, leading to a 98.2% voting percentage.  Reasons for not voting are attributable to a variety of circumstances, including share blocking or receipt of ballot (from client custodian bank) too late to cast a ballot.  In very rare instances, we make an affirmative decision not to vote, which may include situations in which our firm has a conflict of interest in relation to the proposal.


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
95 %
Against (opposing) management recommendations
4 %
Abstentions
1 %
100%

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

26

18.4. Additional information. [Optional]

The majority of votes against management are due to voting against the advisory vote to ratify executive compensation (Say on Pay), or voting against directors who are overboarded.


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]

While CBRE does not have a formal policy following an unsuccessful vote, if we are unhappy with the vote, in many cases we would contact the management of the company, or the board to have a discussion.  We would then make a determination of whether we would divest the stock if we owned it.


LEA 20. Shareholder resolutions (Private)


LEA 21. Examples of (proxy) voting activities (Private)


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