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Robeco

PRI reporting framework 2020

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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.

Robeco has a comprehensive voting policy based on 20 years of experience and insights, and incorporates specific policy wishes in its mandates where this is requested. We vote at almost all possible meetings relevant to our holdings, regardless of region or company. In practice, we only refrain from voting in specific cases of share blocking which prevent our ownership being recognized in the total number of votes allocated. In these cases, we assess the priority of the meeting and the voting impact of our positions.

Our voting analysis is based on the internationally-accepted principles of the International Corporate Governance Network (ICGN) and local guidelines. The ICGN principles provide a broad framework for assessing companies' corporate governance practices. They provide enough scope for companies to be assessed according to local standards, national legislation and corporate-governance codes of conduct. Our assessment also considers company-specific circumstances and the management's explanation of company policy. The policy is applicable for all shareholder meetings (AGM's and EGM's) voted for our equity funds.

The policy provides guidance on common proposals for shareholder meetings. Some principles can be applied rule based, where as other agenda items require more assessment. The voting analyst uses assessment frameworks and weekly meetings to make sure the principles are implemented consistently. Relevant voting decisions are made in collaboration with investment teams and engagement specialists. Information captured from the shareholder meeting is considered in forthcoming engagement activities. A weekly analyst meeting is used to discuss cases which may require further discussion before casting our final votes.

With our voting and engagement practices, we aim to encourage the management teams of companies in which we invest to implement good corporate governance and responsible policies to increase long-term shareholder value while encouraging responsible corporate behavior.

On a case by case basis we assess if we want to (co-) file a shareholder resolution as part of our voting and engagement activities.

12.3. Additional information.[Optional]

Robeco follows a process that assigns different levels of priority for every single shareholder meeting. By applying different filters, voting resolutions that require more extensive analysis are identified. Robeco's research provider has implemented a customized voting policy based on Robeco's corporate governance principles. This customized policy serves as a basis for all voting instructions.

If Robeco's voting policy does not provide a clear direction for the research provider's analysts regarding the desired vote cast, Robeco analysts analyze the resolution and provide specific instructions for the vote cast. Vote decisions of flagged companies are always analyzed by Robeco and manually made by Robeco's own analysts; these are based on in-house analysis which considers the research provider's recommendation as well as several additional research sources.


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


LEA 14. Securities lending programme

14.1. Does your organisation have a securities lending programme?

14.3. Indicate how the issue of voting is addressed in your securities lending programme.

14.4. Additional information. [Optional]

Robeco has a securities lending program for several of its listed mutual funds. When shares are on loan, Robeco is contractually unable to exercise voting rights for these shares. For our public funds we review if shares are out on loan for upcoming shareholder meetings. The decision to recall shares, depends on two main guidelines. 1) In principle we aim to vote all of our equity position, with at least the majority of that stake. 2) In certain cases, recalling shares for an even higher percentage is desired when:

  • The company is a significant holding
  • The company is subject to our engagement program and / or engagement has proven unsuccessful thus far and
  • The agenda for the shareholder meeting contains a controversial proposal. Robeco's securities lending program is monitored by our lending agent for the misuse of voting rights.

Recalling stock for mandates is dependent on client agreements.


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]


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]

Robeco aims to achieve maximum transparency in all of our voting activities, both for the companies in which we invest, our clients and beneficiaries, and the general public. Robeco communicates its final voting outcomes in a number of ways:

All of Robeco's voting decisions are publicly disclosed and available on our website. Against and abstain votes are based on our voting policy which can also be found online.

Over the last years, we have also been engaging our voting provider to fact check their voting instructions with the issuing companies.

We also try to inform these companies in a more proactive manner and invite these companies for engagement for further clarification prior to the vote. However, this in depth type of communication is only done for part of our universe. Often such communication leads to a conversation with the company in question, in which we suggest improvements that the company can make in the future. This process is aimed for improvements in these companies. Given the amount of resources needed for such feedback sessions, we focus on the most relevant holdings, instead of having a standardized or automated process. To apply focus, we scope those companies in which we have a significant holding, are already under engagement and in our home market.

For companies under engagement by the Active Ownership Team, companies in which Robeco is a significant shareholder (>1% of issued shares), and all Dutch companies, Robeco will actively engagement with the company following an adverse voting outcome.


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]

Robeco's policy is to vote in all meetings where we are able to vote. In some specific instances it might not be in the best interest for the shareholders to vote, for instance when shares are blocked for voting and this will restrict trading possibilities. In several markets proxy voting requires share blocking. This means that trading shares is prohibited after sending a voting instruction for an equity position.

Therefore, we have developed guidelines to determine if voting is in the best interest of our clients in case of such share blocking. The most important factors in this assessment are the potential impact of our voteable holdings and if anything controversial is on the agenda of the AGM. For these purposes we consider any position above 1% of outstanding voteable shares to be significant. If we have a significant position, we will block shares and vote at the shareholder meeting. In these cases, on a general basis Robeco votes 80% of the equity position. The remaining 20% facilitates ad-hoc trading, if necessary.


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
87 %
Against (opposing) management recommendations
12 %
Abstentions
1 %
100%

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

7

18.4. Additional information. [Optional]

https://www.robeco.com/en/about-us/voting-report/

https://www.robeco.com/media/d/9/a/d9afd1f2e2a2ee30f062763bbfb82d67_0919-robeco-proxy-voting-season-overview_tcm17-20765.pdf


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

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

20.2. Indicate the number of ESG shareholder resolutions you filed or co-filed.

4 Total number

20.3. Indicate what percentage of these ESG shareholder resolutions resulted in the following:

Went to vote
50 %
Were withdrawn due to changes at the company and/or negotiations with the company
25 %
Were withdrawn for other reasons
25 %
Were rejected/not acknowledged by the company
0 %
Total 100%

20.4. Of the ESG shareholder resolutions that you filed or co-filed and that were put to a vote (i.e., not withdrawn), indicate the percentage that received approval:

50 >50%
50-20%
50 <20%

20.5. Describe the ESG shareholder resolutions that you filed or co-filed, and the outcomes achieved.

BP plc: The resolution filed at BP requested that the company report on the alignment between its strategy and the goals set out by the Paris Agreement. At BP’s annual meeting, the resolution received overwhelming shareholder support with 99.14% of votes in favor.

Ford Motor: The resolution filed at Ford requested that the company report prepare of a report, updated annually, disclosing the companies lobbying activities. At Ford’s AGM, the proposal received 16.5% votes in favor.

AbbVie: The resolution filed at AbbVie requested that the company take the steps necessary to strengthen Board oversight of prescription drug pricing risk. The resolution was subsequently withdrawn after the company agreed to change language in their proxy statement clarifying the role of the board in overseeing the risks targeted by the proposal. In addition, the company has been added as an engagement case in one of Robeco’s new 2020 engagement themes

PepsiCo: The resolution filed at PepsiCo requested additional disclosure on the companies approach to about the environmental risks created by plastic waste. The resolution was dismissed by the SEC, and therefore did not appear on the ballot at the company’s 2019 AGM. Robeco continues to engage the company on these topics.

20.6. Describe whether your organisation reviews ESG shareholder resolutions filed by other investors.

Robeco's policy is to review ESG shareholder proposals on a case by case basis. In general, it is our policy to support proposals aiming to increase transparency on material ESG issues, proposals which enhance long term shareholder value creation, and those which address material ESG risks, except when management and the board have demonstrated appropriate efforts to mitigate such risks in a transparent way. All shareholder proposals are reviewed by a Robeco voting analyst before determining how to vote. More information is avalliable in our voting policy:

https://www.robeco.com/docm/docu-robeco-voting-policy.pdf

20.7. Additional information. [Optional]

https://www.robeco.com/media/d/9/a/d9afd1f2e2a2ee30f062763bbfb82d67_0919-robeco-proxy-voting-season-overview_tcm17-20765.pdf


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|Cyber security
Conducted by
Objectives

Inclusion of cyber and data security KPI’s into executive compensation

Scope and Process

This year we encountered several cybersecurity-related shareholder proposals up for vote. A notable example was when a proposal asked a major telecommunications company to issue a report assessing the feasibility of tying executive compensation to cybersecurity and data privacy KPIs. We voted in favor, along with around 12% of shareholders, as cyber risk presents material threats to the company operating in the telecommunications arena. The proposal aligned nicely with our engagement objectives, seeking to strengthen accountability for cyber risk in large organizations. Even though such proposals remain unusual for the time being, we expect to see an increased focus on cybersecurity in shareholder resolutions in the future.

Outcomes
ESG Topic
Company leadership issues
Conducted by
Objectives

Improving board composition and independence in Brazil

Scope and Process

Improving board composition is a key focus of Robeco’s voting activities. In Brazil complex director election procedures are a commonplace, with various election methods at play at a single AGM. In most cases Brazilian companies opt to choose a slate election procedure, where all slate candidates are elected to the board as a whole. This election method is usually combined with an additional option, cumulative voting, which would be implemented where a request, received at least 48 hours before the meeting date, has been made by shareholders holding more than 5% of a company's outstanding share capital. Cumulative voting allows shareholders to concentrate all of their votes on a single candidate or split their votes in percentages between two or more candidates as desired.

Given that the candidates nominated by minority shareholders tends to exhibit a better profile in terms of independence and external expertise, we therefore usually cast our vote in favor of these candidates, abstaining from voting on the company's own slate or non-independent directors should cumulative voting be available. Abstentions from voting on other candidates ensures that our voting rights are only allocated to independent directors that would improve board composition.

Outcomes
ESG Topic
Shareholder rights
Conducted by
Objectives

Improving corporate reporting standards in Korea

Scope and Process

Recent changes in Korea implemented by the Act on External Audit of Stock Companies aim to improve independence, corporate accountability and regulatory control in the market. Companies' audit committees or statutory auditors will be the designated parties to appoint the external auditor. In the past, this responsibility was placed with the companies' management team. During the first quarter of 2019, most Korean companies have put up for vote at their shareholder meetings a proposal requesting the amendment of their articles of association to reflect the new duties of the audit committee or statutory auditor board. We support this development as it reinforces external auditors' independence, and have therefore voted in favor of most of these resolutions.

We also refrain from supporting the approval of financial statements in case we do not have access to the auditor's unqualified opinion. Moreover, we believe that the chairman of the audit committee shall be held accountable for the failure to disclose this information in a timely manner for those shareholders voting electronically.

Outcomes
ESG Topic
Diversity
Conducted by
Objectives

Improve organizational diversity across a range of metrics to reflect the diversity of the business, the challenges and the economic context within which it operates.

Scope and Process

Robeco has long believed that a gender-balanced workforce with more opportunities for women makes companies more successful. Research shows that a gender-balanced workforce positively supports corporate performance in relation to the company's profitability, risk reduction or share price. A gender diverse workforce at all levels of the organization, with equal opportunities for all employees, supports business and financial performance while improving human capital management. For this reason, we take a proactive approach to gender diversity in our voting activities. Shareholder proposals on the topic are one way in which shareholders can give their support to increased disclosure on the topic of diversity. We firmly believe that enhanced disclosures on gender diversity within the workforce and remuneration opportunities would benefit shareholders, as failure to address these matters could present significant legal, reputational, and retention concerns for companies. During 2019, we therefore supported 100% of shareholder proposals relating to diversity at board and companywide levels. The proposals typically request increased disclosure on company diversity policies and/or their implementation, and supporting such proposals is a good first step to increasing diversity across the targeted companies  

 

Outcomes
ESG Topic
Other governance
Conducted by
Objectives

Improving Corporate Governance & Returns in the Japanese market.

Scope and Process

As a signatory of Japan’s Stewardship Code owing fiduciary duties to our beneficiaries, we take seriously our responsibilities with respect to stewardship in Japan. In 2019, we contacted a number of Japanese companies to put forward our suggestions on how governance regimes could be improved at each targeted company. The letters made specific asks around board composition and compensation, as well as capital management & shareholder returns. In addition, each letter also shared our longer term voting instructions should the company not take appropriate steps to mitigate our concerns. 

Outcomes

21.2. Additional information. [Optional]

https://www.robeco.com/media/d/9/a/d9afd1f2e2a2ee30f062763bbfb82d67_0919-robeco-proxy-voting-season-overview_tcm17-20765.pdf


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