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Vision Super

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.

As an associate member of ACSI, we use the voting reports and recommendations provided by ACSI, which covers the ASX300.

We actively contribute to setting the ACSI Governance Guidelines which are used by ACSI’s management to inform their voting recommendations and by us in exercising our voting rights. The Guidelines are co-written and approved by members via working groups and ACSI’s Member Council. 

Link to ACSI’s Governance Guidelines:

https://acsi.org.au/wp-content/uploads/2020/01/ACSI-Governance-Guidelines-2019.pdf

Note: Only Full Members are part of the Member Council and Guidelines Review Committees, but all members have the opportunity to contribute to reviews.

Vision Super seeks to vote consistently on all proxy ballots at all shareholders meetings and on all resolutions in relation to companies in which we have an equity interest, or any other interest which entitles Vision Super to vote on corporate resolutions. There is no delegation to the underlying investment managers for any voting where we hold equity investments directly. Decisions on how to vote will be made on a company by company and resolution by resolution basis, according to the principles outlined in our Proxy Voting Policy.

We do not review every single company resolution but instead focus on where our policy would suggest we vote differently from the way the company’s management is recommending. Contentious vote recommendations are discussed internally by management. We ensure that we have enough time to review the contentious votes prior to the cut-off time for each company meeting.

We use our proxy advisers (ACSI & Glass Lewis) in considering our votes and will seek advice on contentious issues from other parties including fund managers. We determine our own votes in this context and according to our principles. We are not bound by advice from any party.

If information comes to hand prior to a companies AGM, we will ensure that we also take that information into considertaion as part of our deliberations for voting purposes prior to the custodian's and registries cut-off times.

A recent example to illustrate Vision Super's process was in relation to the Westpac AGM held on the 12 December 2019, and specifically in relation to the re-eletion of Mr. Peter R. Marriott in light of the AUSTRAC findings/allegations.

Mr. Peter Marriot, who was formerly the CFO of a direct WBC competitor, was appointed to the board on June 2013.

Whilst we debated internally whether to support his re-election considering the Austrac allegations against the bank, we voted in line with ACSI recommendations and supported his re-election on the basis that he was the only Westpac director with significant Australian banking experience. We also decided to vote in support of Director Nerida Caesar to the Board on the grounds of her relatively recent appointment, continuity and governance at the bank as opposed to potential departure of such directors. We also consulted with our managers about the vote and with a former C-Suite banker at ANZ who sits on the Vision Super Board.

This was also important in the context of the departure of the CEO, the need to search for his replacement, and impending departures of two other longer-serving directors including the Chair Lindsay Maxsted and Risk Committee Chair Ewen Crouch. Otherwise we would have not supported Marriot’s re-election.

The initial departure of Hartzer, the Chair of the Risk Committee and Maxsted’s decision to leave in 2020 leading up to the AGM were appropriate decisions that were needed to be made. As a Fund, we voted against the remuneration report as a sign of dissatisfaction with the board and we aim to closely evaluate this situation as events unfold throughout the course of 2020.

Glass Lewis recommended not to support his re-election due to the length of his tenure and his banking background and believed normatively that his accountability in relation to the Austrac civil penalty should be enforced.

Whilst there was a strong protest vote against the re-election of Mr. Marriot, he was re-elected with 57.97% voting FOR his re-election.

12.3. Additional information.[Optional]

We use the voting reports and recommendations provided by ACSI, which covers the ASX300. It is based on a set of Governance Guidelines which were specifically and collaboratively created by ACSI members to represent their interests. The Guidelines are used by management to arrive at their voting recommendations.

Vision Super's current associate membership with ACSI provides the following benefits for our funds size and resources:

  • Access to ACSI's key research projects
  • Detailed comany engagement reports
  • Benefit from market advocacy work
  • Collaborate with peers on managemnet of reputation managemnet issues
  • Join community of members committed to ESG and to enhancing the sustainable, long-term value of the retirement savings

We actively contribute to setting the ACSI Governance Guidelines which are used by ACSI’s management to inform their voting recommendations and by us in exercising our voting rights. The Guidelines are co-written and approved by members via working groups and ACSI’s Member Council. Only Full Members are part of the Member Council and Guidelines Review Committees, but all members have the opportunity to contribute to reviews.

Full members of ACSI are able to participate in biennial revisions of the Governance Guidelines. Refer to the following link:

https://acsi.org.au/publications/governance-guidelines/

Under our new agreement with CGI Glass Lewis for research and alert services for international proxy voting, they have a detailed voting policy and set of guidelines for each geographic market, available to the public, which outline their general approach to all the topics that are put to shareholder vote, by geography (available here: http://www.glasslewis.com/guidelines/).

These guidelines form the basis for their analysis and voting recommendations; however, because they  emphasize a case-by-case approach to proxy research, their guidelines provide flexibility to consider each company’s unique features and to use their expertise to make sound voting recommendations. Glass Lewis's policy guidelines are reviewed throughout the year and are derived from several sources, including annual discussions with their Research Advisory Council (see link here for bios of the RAC members:

http://www.glasslewis.com/leadership-2/), academic studies, regulatory updates and emerging best practices. Glass Lewis also found that engagements with issuers also provide valuable input on corporate governance policies.

Furthermore, Glass Lewis's research process incorporates data from a number of providers, including CGYLITICS (executive compensation, peer groups and pay-for-performance data) and CapIQ (shareholder ownership data). Their Research Operations team supports the research team by creating blank templates for each proxy paper based on client holdings, and handles document procurement for each meeting. The proxy paper templates appear in their research application queue with due dates based on market-specific timelines, where research managers and directors assign the research across the teams to analysts who specialize based on subject matter and sector.

Glass Lewis Research Process

The research process begins with data collection by market-specific analysts, who are trained to read and analyse company filings and extract pertinent data relating to the board members, shareholder rights, executive compensation program features, and the wide array of proposals that are put to shareholder vote.

For merger meetings and contested annual meetings, Glass Lewis have a specialized M&A team with significant expertise in financial analysis and long tenure at Glass Lewis. Various teams often collaborate on a single proxy paper, bringing their topical expertise depending on the items up for vote. For example, for U.S. companies, their executive compensation team focuses on say-on-pay and incentive plan proposals, their ESG team focuses on shareholder proposals, and the corporate governance team, who focus on the election of directors, share issuances and bylaw amendments. The structure of the Glass Lewis teams differs from market to market, depending on the needs of that market. In smaller markets, our analysts often cover all topics being put to vote.

Glass Lewis emphasize consistency in their process, with numerous checklists and guides to form the basis of their proxy paper. The report is then peer edited, and further edited by a lead analyst, with larger high-profile or complex reports getting additional layers of review by analysts of increasing tenure and expertise. The largest reports get final review by senior team members, and publication is permission-based (e.g., only a few research team members have authority to be do final review of the largest companies). During this process, the data is synthesized and Glass Lewis policies applied to produce a voting recommendation and analysis of each agenda item put to shareholder vote.

In the U.S. and Europe, Glass Lewis use models to evaluate pay-for-performance alignment in our say-on-pay analysis. When analysing compensation programs, they consider their pay-for-performance grade, which is purely quantitative, and they overlay a qualitative assessment of the structure and disclosure of the pay program.

In 2019, Glass Lewis recommended in favour of 85.9% of say-on-pay proposals in the United States, and this recommendation rate has remained fairly consistent from year to year. In the U.S. Glass Lewis recommend in favour of approximately 87.6% of director nominees, with the main reasons for a negative vote recommendation relating to lack of an independent chair or lead director, and overall director independence. Vision Super's vote in favour is lower than Glass-Lewis recommends.


LEA 13. Percentage of voting recommendations reviewed

13.1. Of the voting recommendations that your service provider made in the reporting year, indicate the percentage that was reviewed by your organisation, giving the reasons.

Percentage of voting recommendations your organisation reviewed

Reasons for review

other description

          Company meetings that are considered contentious and that draw market attention, ballots relating to equity grants/remuneration and board and management accountability concerns.
        

13.2. Additional information. [Optional]


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]

We have specified to our securities lending agent NAB as part of our securities lending agreement under the NAB Principal Operating Model, that all equity shareholdings must be made available/recalled back for voting purposes.

Australian listed company AGMs are usually announced 4-6 weeks in advance giving the local NAB securities lending team time to recall and restrict loans ahead of record date.

For non-Australian listed equities, this is implemented via a "Global Share Recall Service" which feeds in both pre-announced future meeting dates, as well as using predictive methodologies for markets where retrospective record dates are announced, based on previous years’ record dates to assess when the likely record date will be this year. National Asset Services (NAS) can then recall stock for the 'predicted record date'. For example, approximately 60-70% of U.S. company announcements of their AGM's occur with a retrospective record date (i.e. typically within two months of the actual meeting date).

Many European equities combine one record date for both AGM's and dividends. By recalling stock on loan over record, the opportunity to generate significant securities lending revenue via scrip dividends and dividend re-investment plans over dividend date has also been forgone. This is a significant forgone portion of securities lending revenue for Vision Super.

Vision Super generally holds greater than 500 listed equities at any one time that are available to lend within the markets that NAB lends in. However, on average Vision Super may only have between 5 and 50 companies out on loan through NAB’s securities lending program on any given day; this is dependent upon demand for stock borrow in each market. Given the low number of individual stocks on loan on each day, the probability of a single stock also being out on loan over a meeting record date is low. However, NAB’s program still provides a stock recall service to Vision Super to recall loaned securities for AGMs.

A summary of the proxy recall service process is as follows:

Vision Super security holdings:

·         Deutsche currently receives daily SWIFT of Vision Super security holdings, as security lending agent

Notice of corporate meetings:

·         Deutsche receives a daily file from Glass Lewis of upcoming record dates

·         This file includes upcoming predictive record dates

Stock recalled from loan:

·         NAB (through their agent Deutsche) will recall stock where a future record date or future predicted record date is upcoming

Stock restricted from new loans:

·         NAB (through their agent Deutsche) will restrict any new loans where a future record date, or future predicted record date is upcoming

Stock restriction lifted post record date:

·         NAB (through their agent Deutsche) will remove the restriction once the record date has passed, so that loans can flow again

There is added complexity with foreign stocks as many U.S. companies have their record darts a few months before the actual AGM, so at times, it becomes difficult to predict.

Vision Super internally also checks its shareholdings on an ad-hoc basis on Bloomberg terminal in-house to confirm what level of stock we have when voting for our equity shareholdings.

Glass Lewis and ISS Coverage & Governance

·         Glass Lewis and ISS Governance are market leaders in global services with similar offerings for share recall services

·         Glass Lewis is already built into Deutsche Bank's ASL's existing systems and procedures and this is a proven service currently utilizes by many of Deutsche's global securities lending clients, particularly in the U.S...

·         Both ISS Governance and Glass Lewis cover over 100 markets worldwide

·         NAB lends securities in 26 markets. These 26 markets are all covered by both providers.

Securities lending & recalling stocks out on loan

Domestically, NAB custody was able to return all stock back for our proxy votes to be cast well before annual meeting cut-off times.

For the 2019 period and specifically for our foreign holdings, there were 3 instances (Pernod Ricard SA - France, Meituan Dianping - Cayman Islands & Yangzijiang Ship building (Holdings) Ltd. - Singapore) where NAB’s agent bank (Deutsche AG), were unable to recall stock back for the casting of our votes because those meetings where either Special or Extraordinary Meetings. These types of meetings are much harder to predict than the Annual General Meetings and are usually not telegraphed ahead of time.

NAB are relying on predicting the AGM record date based on past dates for some AGM’s where little or no warnings are given.

Overall, across our aggregate total ballots this is a good result when balanced with revenue in the lending program.

Securities lending and voting rights

NAS cannot guarantee the voting rights for stocks that are lent out for votes to count. The stock needs to be back in the custody Holder Identification Number (HIN) which is the unique number that is issued by the ASX.

Basically, any stocks NAS have lent out (which have been physically delivered to the borrower, change in legal registered name), must be recalled. Technically NAS could ask a borrower to vote on their behalf, but there is no guarantee that they would vote that way, or that they even still hold the stock (e.g. if they have on-lent or sold it, they now no longer hold it, so can’t vote). 

Based on this point, we must action a recall so that the stock comes back onto the custody account to be sure the vote counts and its guaranteed. This is where NAS uses this predictive record date modelling for offshore holdings and for local companies, they work on the announcements that the record date is coming up and NAB ensure the stock is recalled back.

Technically positions that are loaned out do retain voting rights but it’s a matter of the position ultimately being settled in the right account when voted. Furthermore, we could be faced with scenarios where a vote has ultimately been passed down the chain but its fraught with risk for the reasons outlined above.


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]

Prior to ACSI issuing voting recommendations to members, ACSI attempts to make contact with all companies, particularly if there is a controversial item or where ACSI may oppose the board on a resolution.

ACSI voting reports are also provided to all ASX listed companies at not cost.


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.

Explain

          Vision does not tend to explain our rationale to companies unless they contact us. We are not resourced to do so and we are not large enough a shareholder for companies to care anyway. Typically the proxy advisors do provide a rationale and this suffices. Most of our voting is aligned with our advisors but not always.
        

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]

Prior to ACSI issuing voting recommendations to members, ACSI attempts to make contact with all companies, particularly if there is a controversial item or where ACSI may oppose the board on a resolution. When ACSI is making a recommendation against, ACSI engages with the company and seeks a response and rationale from the company for the report.


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%)

97 %

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]

Many non-US markets do not use a record date system. Some markets implement a share blocking requirement. Share blocking prevents shareholders from trading or lending their shares for some period leading up to, and sometimes following, the annual meeting date. For example, a market may require a 10-day share blocking period prior to and including the day of the meeting; an institutional investor that votes its proxies at that meeting cannot trade or loan the shares during the blocked period.

Vision Super did not vote on certain company meetings during the 2019 reporting period due to shareblocking markets, as we don't want our shares to be blocked from trading. During FY2019, our voting at 22 meetings across mainland Europe accounted for 510 proposals where no action was taken in share blocking markets. Norway (61) and Switzerland (430) are share blocking markets and Germany (19) has two meetings where share blocking applied. We continue to work with our master custodian (NAS) to address this issue as most markets are record date markets which is easier to vote in. 

The list of markets below is where share blocking may be applied:

  • Argentina
  • Egypt
  • France
  • Georgia
  • Greece
  • Israel
  • Italy
  • Lebanon
  • Luxembourg
  • Morocco
  • Netherlands
  • Norway
  • Oman
  • Portugal
  • Rwanda
  • San Marino
  • Switzerland
  • Tanzania
  • United Arab Emirates (UAE)

Record dates are used to determine what accounts are eligible to vote in an issuer’s shareholder meeting. Custodian banks inform the ballot distributor of the list of accounts that are holders as of the date of record  (“record date”) for the applicable issuers, and the ballot distributor creates and distributes the ballots based  on the proxy voting address associated with the account.

For meetings in the United States the record dates are typically 45 to 60 days prior to the meeting date. This practice varies widely in non-US markets; there are non-record date markets as well as future record date markets where the record date is after the vote deadline.

Ballots for meetings in future and non-record date markets are distributed using a holdings reconciliation date, which is a moving target. Custodian banks send Broadridge, the main ballot distributor, updated share information until the record or meeting date finally approaches. This can result in ballots being received after the vote deadline, as the deadlines in non-US markets can also be extremely conservative (compared to the standard US vote deadline of just one business day prior to the meeting date).

On occasions, our investment managers also missed cut-off times across various markets. As a reminder, our investment managers do not vote on behalf of Vision Super for our shareholdings, resulting in the voting process becoming more efficient, consistent and transparent since we took arrangements in-house.

The Trustee was also exposed to potential reputational risks for voting ballots that were contentious in nature, as we found that most investment managers were not engaged in talking to us about their thinking on a resolution upfront and prior to the an AGM or EGM. In fact, we found that our for our large global passive investment manager, they would not want to have nay dialogue or engage with us when we asked about how they are thinking about a particular voting ballot, as their view was that they are so big in the market that they can "move the dial" and have considerable influence. 

Furthermore, in prior reporting periods votes may not have been cast by our fund managers due to the following reasons:

  • Strategic decision not to vote on certain type of holdings
  • Operational and timing constraints
  • Voting fees
  • Insufficient information
  • Lack of expertise and skills to make proper assessment on specific resolutions

We also receive regular proxy voting reports from our loval listed equity investment managers, and generally on a quarterly basis for all other offshore based fund managers.


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
81 %
Against (opposing) management recommendations
13 %
Abstentions
6 %
100%

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

100

18.4. Additional information. [Optional]

As a member of ACSI where we adopt their voting recommendations, 100% of the company recommendations against management were followed up with engaged by ACSI staff.

Alongside all the formal company meetings, ACSI always contacts companies before publishing an against management recommendation to discuss the resolution.

For the last financial period 2018-19, we voted across 861 meetings, consisting of 9,938 votable proposals. On an aggregate basis (Australian and offshore equity holdings), we voted against management approximately 13% of the time.

We have a regulatory obligation to disclose all our shareholding votes annually as stipulated under the SIS Act 29QB and Regulation 2.38(2)(o) “Certain information is required to be made publicly available”.

Our voting is made available the following business day at the conclusion of a company’s AGM which is located at the following link on our website:

https://www.visionsuper.com.au/investments/active-ownership

2019 Australian AGM Proxy Voting Season Update

Shareholder Resolutions

To date, there have been many shareholder resolutions which have focussed on climate change. We have already mentioned the BHP shareholder resolution earlier in our report with other notable climate change shareholder resolutions relating to Origin Energy and AGL. Origin Energy had 6 shareholder proposals relating mainly to climate change and indigenous consent, none of which we supported, except for the proposal relating to a suspension of industry association memberships. Two of these resolutions, relating to climate change transition targets and health risks from coal operations, were also put to AGL’s AGM. In both cases, the resolutions proposed by both Market Forces and the ACCR did not identify clear shortcomings in either company’s practices.

Human Rights Resolutions at Qantas Airways and Coles Group

Coles had a shareholder proposal supported by ACCR and LUCRF which focused on the oversight of modern slavery in the company’s fresh food supply chain. We, in conjunction with ACSI, supported this proposal. Qantas Airways also had a resolution filed by ACCR which, like last year’s filing, was focused on the airline’s transportation of involuntary passengers for the Department of Home Affairs (DHA) and called on the company to create a passenger assessment process to address shortcomings in Australian law. We supported the resolution on the basis that Qantas supported the transportation of deportees who have sought and been denied asylum by the Australian Government. On that basis, we think it's also appropriate that Qantas commission a human rights review related to its transportation services provided to the DHA, whilst ACSI did not support the proposal.

Board Accountability

The Financial Services Royal Commission has provided the backdrop for contentious re-elections at several prominent boards. Outgoing NAB chair Ken Henry, who announced his resignation after the Royal Commission’s Final Report singled out NAB, was up for re-election at ASX Limited. He was re-elected, albeit with 17% opposition. Other contentious director elections are likely coming up at Boral and Nufarm.

Remuneration

The focus for remuneration has been around each company’s long-term incentive (LTI) structures. Where we had concerns we generally voted against the remuneration reports.

U.S. 2019 Voting Season Trends

Sixty-eight directors failed to receive majority support from shareholders, up from fifty-one in 2018 and sixty in 2017. Moreover, a greater number of directors received less than 75% support than last year. This may be a reflection of heightened investor scrutiny on all aspects of proxy voting, including directors.

With respect to board diversity, only 18.8% of boards in the U.S. coverage had no female representation, down from approximately 26% in 2018.

The number of companies withing Glass Lewis's U.S. coverage holding their first annual meeting since an initial public offering also increased in the past year, especially in the technology sector. Support for equity plan proposals was roughly the same with director compensation plans increasing only slightly across comany meetings.

Furthermore, the number of environmental and social shareholder resolutions have generally declined but average support for these proposals having slightly increased from the previous year.

The decrease in the number of climate-related proposals came after a significant number of those proposals received majority support over the 2017 and 2018 periods, as US companies started being more active to the cause on climate risk.

Furthermore, the US season saw an increased focus on human capital management, with new proposals related to sexual harassment, mandatory arbitration and inequitable employment practices. These areas generally all went to a vote during the proxy season.

Lastly, its worth noting that despite many of these proposals being submitted mainly to technology companies with dual class share structures, they received 26% support on average. A number of these proposals, on issues ranging from executive diversity to reporting on workforce composition, received majority shareholder support.

Further to Item LEA 18.2

Abstentions percentage consists of voted where we could not vote due predominently to blocking markets


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]

Through our service provider, ACSI, we engage companies and undertake a series of escalation steps before and after company meetings. The level of escalation recommended by ACSI is dependent upon the nature and materiality of an issue and responsiveness of a company to engagement.

Generally, where ACSI recommends a vote in opposition to the board, depending on the materiality, the company may be put onto ACSI's engagement priority list for the following year.

Further escalation can include:

  • Further engagement with board members and/or chair
  • Expressing concerns to alternative company representatives (i.e. management, other non-executive directors)
  • Working collectively with asset managers/other asset owners and holding discussions with other equity or bondholders
  • Recommending additional votes against management on relevant proposals at general meetings (eg: ACSI's women on boards policy https://acsi.org.au/wp-content/uploads/2020/02/2019-Voting-Policy-gender-diversity.pdf)
  • Speaking to regulators, industry bodies and advocating for policy change
  • Expressing concerns publicly
  • Encourage our membership and other industry participants to take up more pro-active stance

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.

1 Total number

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

Went to vote
100 %
Were withdrawn due to changes at the company and/or negotiations with the company
0 %
Were withdrawn for other reasons
0 %
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%
27.07 50-20%
<20%

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

The BHP resolution we co-filed urged them to withdraw from industry associations lobbying against effective climate policy was moderately successful. Vision staff had to do a lot of lobbying on this issue. We needed to meet with BHP on multiple occassions to gain credibility with other funds, despite they themselves having met with the company with a similar message on many occasions.

Resolution:

Ordinary resolution on lobbying inconsistent with the goals of the Paris Agreement

Shareholders recommend that our company suspend membership of Industry Associations where:

(a) a major function of the Industry Association is to undertake lobbying, advertising and/or advocacy relating to climate and/or energy policy (Advocacy); and

(b) the Industry Association’s record of Advocacy since January 2018 demonstrates, on balance, inconsistency with the Paris Agreement’s goals.

The final votes disclosed to the market for both the UK and Australia BHP AGM’s were 27.07% in support with 4.3% abstaining on the shareholder resolution. Vision Super did not hold exposure to the BHP Plc listing.

The co-filing shareholder resolution placed a good proportion of pressure on BHP and also considering that both Glass Lewis and ISS proxy did not recommend in favour.

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

Our external provider ACSI, provides analysis of shareholder resolutions on a case-by-case basis in the Australian market.

ACSI will generally favor those proposals that result in the disclosure of information that is useful to shareholders and not overly prejudicial to their commercial interests. Resolutions should be linked to improved governance or transparency within the relevant company. A judgment on each proposal will be based on what is in the best interest of shareholders, and a thorough assessment of any potential impacts on the company.

20.7. Additional information. [Optional]

Further to item LEA 20.1

Glass Lewis does not co-file any shareholder proposals on behalf of their clients, as that is outside of their remit and scope of work they do for us. They assess resolutions as they are proposed by the board or shareholders, but it is not their role to push for a specific agenda at any specific company due to pressure created by one or a number of shareholders through this platform. Glass Lewis engage heavily on these issues, but at the engagement meetings (as well as in their research) they take into account the views of all shareholders and the market.

Glass Lewis are an independent research house and as such, they do not provide research tailored to a specific client. It is rather a set of best market principles and policies we believe are in the best interest of all shareholders that they apply. 

A study in recent times by the Centre for Corporate Law and Securities Regulation at Melbourne Law School counted 877 shareholder resolutions lodged between the years 2004 to 2013, with these numbers increasing dramatically during the financial crisis. However, the findings indicated that the majority of these (92%), related to the appointment or removal of directors.

The conclusions to date have been that direct dialogue on ESG issues with management companies has proven to be much more successful approach over the years.

ACSI released a report in October 2017 stating that Australia's corporate rules restrict from making non-binding resolutions at annual general meetings to hold public companies to account on important ESG issues and requires a constitutional change for such a resolution, which needs 75% of the votes to pass.

ACSI's preference is for Australian listed companies to allow non-binding shareholder resolutions, maintaining the current threshold of 5% of capital or 100 shareholders for bringing proposals, and is driving to ensure that all ASX listed companies manager ESG issues to a much higher standard.

Two non-government-organisations account for most of the recent ESG-related resolutions lodged in the past few years: Market Forces, a Melbourne NGO aligned with Friends of the Earth, and the ACCR, which has been lodging human rights and carbon emission-related resolutions since 2010. These organisations have made some progress between investors and boards in Australia over the last few years relating to environment and social-related resolutions.

Further to item LEA 20.5

Letter from Vision Super to industry contacts requesting support for the BHP Shareholder Resolution

Dear Mr Smith

Support for BHP shareholder resolution

Vision Super has recently co-filed a shareholder resolution for BHP’s 2019 annual general meeting. We’re writing to you to ask for your support. We believe that BHP is lobbying against the resolution, and your on the record support would be invaluable. The sooner and greater the on-record support, the greater the pressure on BHP to act to deal with this issue.

Like BHP, Vision Super believes we need to limit climate change in line with the Paris goals - to keep the increase in global average temperature to well below 2°C above pre-industrial levels; and to limit the increase to 1.5°C, since this would substantially reduce the risks and effects of climate change.

However, meeting the Paris goals requires public policy support, and BHP is continuing to fund industry associations that are lobbying against effective government policy to address and limit the effects of climate change. For example, some of the organisations funded by BHP, including the Minerals Council of Australia (MCA) and Coal21, have been lobbying for government support for new thermal coal mines. This lobbying contributes to a political environment where sensible bipartisan policy on energy and climate change seems unachievable. The PRI (Principles for Responsible Investment) released a report last year “Converging on climate lobbying: aligning corporate practice with investor expectations”, in which they highlighted just how harmful to effective action this type of lobbying is.

Other initiatives such as the “Investor expectations on corporate climate lobbying” statement which has been signed by 74 investors with more than US$4.5 trillion in assets under management and the 50/50 Climate Project, further highlight that companies need to be consistent in their policy engagement frameworks and ensure that any engagement conducted on their behalf or with their support is aligned for the best outcome for our climate and to clearly understanding the long term value in portfolio risk scenarios and issues.

We all know that Australia has gone backwards in dealing with climate change since Prime Minister Kevin Rudd first proposed a carbon pollution reduction scheme in 2008, and lobbying has been an important driver of this. That is why a broad coalition of institutions has filed on this resolution including Atlassian’s Mike Cannon- Brookes’s private investment company, Grok Ventures; the Church of England Pensions Board (UK); MP Investments (Denmark); and ACTIAM (Netherlands) along with Vision Super.

Furthermore, any credible industry body would be preparing its members to act and also urging sensible government policy with immediate planning and action.

This lobbying against effective climate action is counter to BHP’s long-term interests, and therefore to our funds members’ interests as shareholders through their superannuation. 

This is the resolution:

Ordinary resolution on lobbying inconsistent with the goals of the Paris Agreement

Shareholders recommend that our company suspend membership of Industry Associations where:

(a) a major function of the Industry Association is to undertake lobbying, advertising and/or advocacy relating to climate and/or energy policy (Advocacy); and

(b) the Industry Association’s record of Advocacy since January 2018 demonstrates, on balance, inconsistency with the Paris Agreement’s goals.

Nothing in this resolution should be read as limiting the Board’s discretion to take decisions in the best interests of our company.

I hope we can count on your public support for this important initiative.

Yours sincerely

Michael Wyrsch
Acting CEO


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
Climate Change
Conducted by
Objectives

ACSI seeks companies disclose reliable and sufficiently granular information for investors in line with the TCFD Framework that provides insights into how the company manages climate risks and how they are resilient under a low carbon economy. ACSI assesses companies against the following areas:

  • Climate transparency, governance & policy
  • Transition risk management and disclosure
  • Physical risk management and disclosure
  • Paris-aligned targets
  • Just transition
  • Industry associations
Scope and Process

ACSI’s focus is on companies in the ASX300 who have a material exposure.

ACSI provides analysis on climate-related resolutions by analyzing the climate change disclosures by the company and engages on where improvements can be made often seeking commitments from the company ahead of the AGM. Depending on the company’s disclosures or commitments to improve ACSI will either recommend a vote in favour or against a shareholder proposal. In FY19, ACSI provided voting recommendations on 7 companies with climate-related resolutions.

Outcomes
ESG Topic
Executive Remuneration
Conducted by
Objectives

Ensure alignment of executive and shareholder interests, and appropriate board oversight.

Scope and Process

ACSI provided our fund with voting advice on remuneration-related resolutions at each [ASX200/ASX300] company. (At least one remuneration vote is held by each company per year.)

ACSI analyses the remuneration disclosures by the company and engages with the company on where improvements can be made or why remuneration was paid in certain outcomes. Depending on the company’s disclosures, commitments to improve or discretion applied ACSI will either recommend a vote in favour or against. 

Outcomes
ESG Topic
Labour practices and supply chain management
Conducted by
Objectives

To ensure these companies have adequate systems, policies and practices in place to monitor and modify contractor/supplier behaviors. This includes encouraging public disclosure of training efforts, auditing outcomes, lists of suppliers and engagement with Governments where issues are systemic.

Scope and Process

ACSI focus is on companies in the ASX200 who have a material exposure.

ACSI provides analysis on LHR-based shareholder resolutions in the Australian market. For 2019, ACSI provided analysis on one LHR-based shareholder resolution.

Outcomes
ESG Topic
Diversity
Conducted by
Objectives

Increase the representation of women on ASX300 company boards to 30%. Where companies fail to demonstrate a plan to reach 30% ACSI recommends votes against zero women boards.

Scope and Process

Of the 81 companies targeted at the start of 2019, 34 companies appointed a female director to their board. Our program included 75 meetings with these target companies and resulted in ACSI opposing 16 director re-elections as they failed to demonstrate a plan to reach 30% women on their board.

ACSI will make a recommendation based on actual appointments and commitments to improve gender diversity.

Outcomes
ESG Topic
Other governance
Conducted by
Objectives

Board composition and accountability:

Broadly, there are two objectives:

(1) Ensure appropriate board composition, including a majority of independent directors.

(2) Ensure board accountability to shareholders for past decisions.

Scope and Process

ACSI provides voting advice for the ASX300 on board composition and accountability (this includes diversity issues), via recommendations on director elections and re-elections.

Outcomes
ESG Topic
Climate Change
Conducted by
Objectives

Origin Energy (ORG) AGM 17 October 2018 - 9.D. Shareholder Proposal Regarding Climate Change and Energy Advocacy Report

The support for the proposal was warranted for a variety of reasons. The board should be involved in the oversight of issues related to how company funds are spent in order to influence regulations. By extension, the shareholders would benefit from understanding the oversight afforded to such issues as well as the board's role in the process.

The production of the requested disclosure could help Origin mitigate potential reputational risks related to controversial positions taken by certain industry associations to which it belongs. Moreover, although it is noted that the recognition of the value in maintaining membership in such organizations is critical, it is believed that the requested disclosure would ensure that the company would be able to monitor the policy positions of these organizations and, when necessary, distinguish its divergent views on such issues.

Scope and Process

Vision Super voted FOR the resolution with 46.3% of the company’s shares were voted in favour of the proposal. The resolution was contingent on the passage of another resolution on the ballot which sought to amend the company’s constitution to allow for the submission of nonbinding resolutions, which only received 9.7% support.

The fact that the lobbying resolution received such strong support from shareholders (the largest vote for any board-opposed shareholder proposal in Australian corporate history, according to the proponent- the ACCR) despite paltry support for the constitutional amendment that would have officially formalized its effectiveness, reveals a powerful symbolic message sent to Origin’s board. Although the vote result was neither formally effective nor significant enough to warrant action.

Outcomes
ESG Topic
Executive Remuneration
Conducted by
Objectives

NAB Ltd (NAB) AGM 19 Decemeber 2018 - Resolution Item 2. Remuneration Report

NAB decided to overhaul its remuneration framework by adopting a combined incentive structure (collapsing the STI and LTI arrangements into a single variable remuneration plan). The new combined incentive does not apply any long-term performance conditions/underpins to the deferred equity component.

Furthermore, the at-risk component of the MD/CEO’s remuneration package increased by 20% (from 280% of fixed remuneration to 300% of fixed remuneration). In addition, the company reported that board discretion was applied to the vesting outcome of the scorecard, reducing variable payouts by 10% in light of the Royal Commission. 

Scope and Process

Vision Super voted against the resoution with NAB receiving the highest against vote since the introduction of the “two strikes” regime.  Adjusting for abstain votes, NAB received 88.43% of votes against its remuneration report as well as 64.06% against the MD/CEO’s combined incentive equity grant.

 

Outcomes
ESG Topic
Executive Remuneration
Conducted by
Objectives

Commonwealth Bank of Australia (CBA) AGM 7 November 2018 - Resolution Item 3. Remuneration Report

CBA had faced significant scrutiny as well as media attention lead by the Royal Commission. This led to the board choosing to exercise its discretion to reduce STI payouts (in most cases to nil, including for the MD/CEO), lapsing portions of unvested deferred STI awards of selected current and former employees and forfeiting unvested LTI awards of selected former executives. The intention of this approach was to show investors and the broader community that newly appointed chair Catherine Livingstone and the rest of the board had heard loud and clear the issues arising from the Royal Commission and APRA inquiry.

Scope and Process

Vision Super voted against the remuneration report with 91.78% voting FOR and 4.44 % AGAINST the remuneration report, with overwhelming majority and as a result;

  • CBA has committed to reducing FY2018 short-term payments of current and former Group Executives by 20% and Lapsing a portion of the unvested deferred short-term awards for approximately 400 current and former Executives and General Managers.
  • They have also implemented a forfeiting of the full amount of unvested long-term awards of selected former Group Executives.

CBA was the only Big Four to avoid a strike in 2018. We voted against CBA's remuneration report because of issues with the culture at CBA and that shareholder value had been destroyed by the organisation irrespective of who was in charge at the time.

Furthermore, the significant governance issues raised in the Hayne Royal Commission which was not yet known at the time, an appropriate stance with our voting recommendation. We also took a general position to vote against all director re-elections at the bank as a protest signal.

As shareholders, each time we suffer the financial impact while each new CEO gets a clean slate.

Outcomes
ESG Topic
Climate Change
Conducted by
Objectives

Royal Dutch Shell plc (LSE: RDSB) AGM 21 MAY 2019 - Item 22. Shareholder Proposal Regarding GHG Reduction Targets

Shareholders request the Company to set and publish targets that are aligned with the goal of the Paris Climate Agreement to limit global warming to well below 2°C. These targets need at least to cover the greenhouse gas (GHG) emissions of the Company’s operations and the use of its energy products (Scope 1, 2 and 3), and to be intermediate and long-term.

Scope and Process

Vision Super voted in favour of the shareholder resolution.

Royal Dutch Shell narrowly missed a shareholder proposal, submitted by Follow This, regarding the alignment of internal targets with the Paris Agreement. It would have been the third year in a row that Shell received the proposal, which was also submitted to fellow supermajor BP.

93.57% voted in support of this resolution.

Outcomes
ESG Topic
Human rights
Conducted by
Objectives

Amazon.com Inc. (AMZN) AGM 22 May 2019 - Item 7. Shareholder Proposal Regarding the Human Rights Impacts of Facial Recognition Technology

There are significant civil and human rights risks regarding the Company's facial recognition technology, and that the Company's exposure to such risks is dependent on the use of the technology by its AWS customers. Regulatory developments have also indicated that several state and local government bodies may, or may have already, restricted the use of facial recognition software considering these risks.

Scope and Process

Additional disclosure concerning the financial, operational and reputational risks associated with the use of its product is warranted, particularly given the controversies and concerns as well as the ease of access to its product. The Company does provide some information concerning the guidelines for the use of this product, a full accounting of the risks to shareholders as a result of its use has not been sufficiently provided. Accordingly, additional disclosure is warranted concerning how the Company is mitigating the risks of violations of human and civil rights, as well as the financial and operational risks associated with Rekognition's impact on these rights.

Vision Super voted in favour of the resolution based on our internal ESP policy and voting principles.

The majority of votes were against the resolution proposal and it was not passed despite shareholder pressure. As a result, CEO Jeff Bezo claims that the company is developing laws to regulate this and has offered to share it with federal law makers. 1.94% voted in favour of the shareholder proposal.

Outcomes

21.2. Additional information. [Optional]

Our service provider ACSI makes all proxy voting recommendations in accordance with the Governance Guidelines which are created and approved by its members. The guidelines are available on the ACSI website here:

https://acsi.org.au/publications/governance-guidelines/

https://acsi.org.au/wp-content/uploads/2020/01/ACSI-Governance-Guidelines-2019.pdf

ACSI informs companies of its voting recommendations before the meeting where there are contentious issues, and after the meeting for all companies. ACSI typically meets companies whose resolutions it opposed.

We also receive the ACSI Voting Alert Service notification for forthcoming meetings in Australia which also enables us to diarise and flag upcoming company meetings. Where there may be ESG issues at an AGM, this allows the internal ESG Team to spend and focus more time on the matter at hand prior to the company meeting cut-off from a voting registry perspective.

Furthermore, we have developed a critical meeting list with our global proxy research advisor Glass Lewis, where we review weekly all our equity holding voting ballots. This enables us to review the votes which are different to management based on our policy under ACSI International Agreement and give us enough time to evaluate and consider any ESG issues prior to the company meeting.

On occasions, we may vote differently to the policy as a result of internal discussion and diffent views within the team and with dialogue with our fund managers or new information that may come to hand that may change our thinking.

The critical meeting list is broken up between the following types of issues:

  • Contentious Governance Issues
    • This filter will look into any governance issues like Poison Pill and Governance Issues (i.e. changes to company statutes)
  • Value Catalysing Transactions
    • This will look into any Merger & Acquisition issues
  • Contentious Reputational Issues
    • Namely its all shareholder proposals for example, climate change, social and compensation related issues

These international guidelines focus on the following ESG areas for company meeting voting purposes:

  • Election of Directors
  • Financial Reporting
  • Remuneration
  • Governance Structure
  • Environmental and Social Risk
  • Mergers/Acquisitions
  • Shareholder Proposals

The international guidelines were also fully completed and implemented for the following additional changes:

Director elections

When assessing director re-elections:

  • Added a specific assessment of the proportion of independent NEDs as a consideration.

Added an assessment of how the board undertook the appointment process as a consideration.

Board diversity

  • Added in a sequence of which director re-election we will oppose if there are no women on the board. This is consistent with our approach in Australia.

Auditor rotation

  • Added in a section on audit firm rotation in addition to the guidance on audit partner rotation, aligned to ACSI’s domestic guidelines. Audit firm rotation should be considered every 10-12 years.

Shareholder rights

  • Added a general guideline saying we will oppose any resolution that diminishes shareholder rights (you wouldnt think we'd have to!).

Capital raisings

  • Aligned guidelines on non pro-rata capital raisings to ACSI’s domestic guidelines.

Notice period for meetings

  • Added guideline outlining that we don’t support proposals allowing meetings to be convened at short notice. (i.e. 21 days notice)

Shareholder proposals

  • Aligning the issues we consider when evaluating shareholder proposals to ACSI’s domestic guidelines. Specific support for requests to adopt TCFD.

The key changes to policy that were also proposed to members in late 2019 were as follows:

Environmental and social shareholder proposals: Change the implementation of the International Voting Policy regarding Environmental and Social shareholder proposals to:

  • Generally support proposals regarding disclosure
  • Follow Glass Lewis’s standard analysis and recommendations for proposals that call for a specific action

Board gender diversity: Update the International Voting Policy to reflect ACSI’s updated gender diversity voting policy. In terms of implementation, for ‘one woman’ boards in the S&P100 and FTSE100, instruct Glass Lewis to oppose directors in the same order and set of directors.

Notice periods for meetings: Make the International Voting Policy more explicit to say any proposal to call meetings at less than 28 days’ notice will be opposed.

Vision Super also votes against any resolution relating to political contributions/donations and for any non-binding resolutions.

Lastly, Vision Super votes in accordance with its voting policy and there are a number of factors we consider when making our voting considerations. Key reasons for voting recommendations are as follows:

  • Election of directors - accountability of company directors is a fundamental issue when investors assess director election and re-election proposals
  • Financial reporting of companies
  • Remuneration reports/policy remunerations and disclosures 
  • Governance structure
  • Environmental and social risk
  • Mergers and acquisitions 
  • Shareholder proposals:
    • Remuneration
    • Shareholder rights
    • Environmental
    • Labour/human rights
    • Health/safety
    • Business ethics

Our proxy voting details and policy details can be located on our website at the following links:

https://www.visionsuper.com.au/investments/active-ownership

https://www.visionsuper.com.au/images/policies/Proxy_Voting_Policy.pdf


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