We vote at shareholder meetings throughout the world as a matter of policy and principle. We believe that once we become investors, i.e. owners of a company, we assume a stewardship duty and have the responsibility to support or sanction.
Our ‘Ownership Principles and Proxy Voting guidelines’ establish our voting and engagement approach which will apply across all of our equity holdings. It is a comprehensive policy and not only informs how we vote with respect to all resolutions, but also informs both clients and investee companies on the position that we are likely to take with respect to the issues that are placed before us for approval.
We understand that some clients may have their own policies, which may differ from our policy. For clients invested in segregated portfolios we are able to put mechanisms in place to ensure adherence to client specific voting guidelines.
We consider the governance of a company, and by extension, its practical proxy voting application, through the lenses of four pillars. We have identified them as key for the successful running of companies, because they ensure the preservation and growth of the assets entrusted to us by our clients over the long term. They are:
(1) leadership and strategic governance (directors and the board);
(2) alignment with the long-term (remuneration and sustainability);
(3) protecting clients’ capital (share capital management);
(4) disclosure and transparency.
We use an external proxy research and vote execution service provided by Institutional Shareholder Services (ISS). ISS provide us with a service through which they deliver both their benchmark research and Ninety One’s custom policy research. The research is then discussed between the ESG team and the investment team ahead of the deadline, where the ESG team seeks to flag any issues and provide further insight. Where our policy and internal consideration determines that a dissenting vote is to be cast on a resolution or where we feel that we do not have sufficient information to cast an informed vote, we will often engage and raise our concerns with the company ahead of the voting deadline. This allows sufficient time to highlight and discuss concerns and to make amendments, when appropriate, to the voting decision. Once a unanimous decision is made, we submit our vote directly onto the ISS online voting platform. ISS receives the instructions from Ninety One and processes these with the different local sub custodians.
All voting decisions are logged via our research management system, Tamale. We record all communication, any engagement activity and the voting decision (including rationales for dissenting votes). All investment specialists have access to this information.
The proxy voting process is overseen by the Investment Governance Committee (IGC).