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Robeco

PRI reporting framework 2020

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Overview [LEA 01] Engagement [LEA 02 - 08] Outputs and outcomes [LEA 09 - 11] (Proxy) voting and shareholder resolutions [LEA 12 - 21]
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You are in Direct - Listed Equity Active Ownership » (Proxy) voting and shareholder resolutions

（委任状による）議決権行使および株主決議

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。

アプローチ

以下に基づいて行う

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。

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. 補足情報[任意]

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. 貴社では、セキュリティーズレンディングを設定していますか?

14.3. 貴社の証券貸付プログラムで投票の問題にどのように対処しているか示してください。

14.4. 補足情報 [任意]

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. 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]

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

16.1. 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、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議決権の割合を示してください。これは行使可能な全議決権の中で占める割合とします。

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]

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. 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。

1%単位の投票率

98 %

この投票率の計算基準を明記してください

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]

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. 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。

議決権行使に係る指示の対象
投票の内訳（%）
経営陣の提案に対する賛成票
87 %
経営陣の提案に対する反対票
12 %
棄権
1 %
100%

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。

7

18.4. 補足情報 [任意]

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. 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。

20.2. 貴社が行ったまたは共同で行ったESG関連株主決議の数を記載してください。

4 合計

20.3. 以下の結果をもたらした、これらのESG関連株主決議の数の割合を記載してください。

議案に採用された
50 %
企業側での変更または企業との交渉により撤回された
25 %
別の理由で撤回された
25 %
企業側により拒絶された/受け入れられなかった
0 %
合計 100%

20.4. 貴社が提出または共同提出したESGの株式決議で議案に採用された（撤回されなかった）ものに対する賛成票の割合を選択してください。

50 50%超
20〜50%
50 20%未満

20.5. 貴社が提出または共同提出したESG関連の株主決議で、結果が達成されたものについて説明してください。

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. 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。

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. 補足情報[任意] 

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. 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。

ESGトピック
Executive Remuneration|Cyber security
意思決定者
目的

Inclusion of cyber and data security KPI’s into executive compensation
対象範囲およびプロセス

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.
結果
ESGトピック
Company leadership issues
意思決定者
目的

Improving board composition and independence in Brazil
対象範囲およびプロセス

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.
結果
ESGトピック
Shareholder rights
意思決定者
目的

Improving corporate reporting standards in Korea
対象範囲およびプロセス

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.
結果
ESGトピック
Diversity
意思決定者
目的

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.
対象範囲およびプロセス

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  

 
結果
ESGトピック
Other governance
意思決定者
目的

Improving Corporate Governance & Returns in the Japanese market.
対象範囲およびプロセス

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. 
結果

21.2. 補足情報[任意]

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