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J.P. Morgan Asset Management

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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。

JPMAM retains ISS as its voting agent to implement the JPMorgan Asset Management voting policy, and uses research from ISS and Glass Lewis as an input in evaluating how a proxy should be voted. We have the ability to 'tag' certain votes in the ISS system, to allow them to be subject to extra scrutiny, for example if engagement is ongoing, or if the company has been flagged as an 'ESG outlier', or if an analyst or portfolio manager has requested it be reviewed in more detail. Certain votes or issues are flagged as 'refer' items, to allow extra scrutiny, for example mergers or acquisitions, or major disposals, or where we are considering a vote against management. A decision to vote against management or abstain, or to override the recommendations of our voting agent or our proxy voting policy, is always documented, along with a rationale for that decision. Depending on the market, except where a holding is de minimis, we endeavour to inform the company of our decision in advance, in order to give them the opportunity to discuss the issues with us prior to voting.

A decision to review a vote can be triggered by a pre-determined set of parameters requested from JPMAM from our service provider (size of holding, vote against management, or M&A or capital raising), or concerns from the analyst or portfolio manager, or where a company has been identified as an 'ESG outlier' or lagging its peers, or has been unresponsive in our request to engage. A decision to override our proxy voting policy, is documented, along with a rationale for that decision.

Overall responsibility for the formulation of voting policy rests with the applicable Proxy Committee or a Proxy Voting Working Group, whose role is to review JPMAM's corporate governance policy and practice in respect of investee companies, and to provide an escalation point for voting and corporate governance issues. The Committee is composed of senior analysts, portfolio managers and corporate governance specialists. Our proxy voting activity in the US and EMEA is audited by our independent auditor as part of the ISAE 3402 review, and oversight of our broader engagement process is also verified in accordance with AAF 01/06 as part of the monitoring stipulated by our UK investment trusts.

12.3. 補足情報[任意]

JPMAM manages the voting rights of the shares entrusted to it as it would manage any other asset. It is the policy of JPMAM to vote shares held in its clients' portfolios the best interests of those clients, based exclusively on our reasonable judgement of what will best serve the financial interests of our clients.  Where we have authority to vote, JPMAM will vote at all of the meetings called by companies in which we are invested so far as is practicable. Our primary concern at all times is the best economic interests of our clients, and the investment analyst or portfolio manager always has discretion to override the policy should individual circumstances dictate.


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


LEA 14. Securities lending programme (Private)


LEA 15. Informing companies of the rationale of abstaining/voting against management

15.1. 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]

We typically focus on large or material holdings (typically >2% of the issued share capital), or particularly high-profile or contentious issues, or where the company is the subject of ongoing engagement. From this year, we also routinely flag companies on our engagement Focus List, or where they have been flagged for collective engagement, for example Climate Action 100+.


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]

We typically focus on large or material holdings when providing feedback on our voting activity, or when a company is the subject of ongoing engagement. We disclose a list of all our voting activity publicly, but typically share voting rationales only with clients.


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]

For calendar 2019, we voted 98.2% of all votable resolutions. Reasons for not voting generally include shareblocking in certain markets, or where our clients have elected not to maintain POA documentation or, in certain instances, where we have been advised by our Compliance Department not to vote due to a conflict of interest.

Typical conflicts include where a JPMorgan Affiliate, or another member of the JPMC Group may be involved in a transaction, or have a material interest or relationship with, an investee company, or where JPM personnel sit on portfolio company boards, or where we are casting proxy votes in respect of 'own' funds, or in house investment trusts. In these instances, we will follow the voting recommendation of an independent third party.

Elsewhere, notably Emerging Markets, it may not always be possible to obtain sufficient information to make an informed decision in good time to vote, or there may be specific financial risks where, for example, voting can preclude participating in certain types of corporate action. In these instances, it may sometimes be in our clients' best interests to intentionally refrain from voting in certain overseas markets from time to time.


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
89.2 %
経営陣の提案に対する反対票
8.9 %
棄権
1.9 %
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。

22

18.4. 補足情報 [任意]

Whilst we do not systematically track or disaggregate this statistic (votes against management, where we are engaging), JPMAM voted against management or withheld votes on at least one ballot item at 3,055 companies in 2019 (versus 2,563 companies in 2018). We engaged with some 666 companies on ESG issues over the same period (not counting scheduled 1-2-1 meetings).


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。

19.3. 補足情報 [任意]

Whilst we do not have a formal escalation strategy, we have established clear guidelines on how we escalate our stewardship activities in order to protect our clients' interests. We endeavour to meet with the senior executives of our investee companies at least annually; in the event that we are not satisfied with either their responsiveness or strategy, we use our clients' proxy votes in order to try and bring about change. In the event that a voting issues is inconclusive or ignored, we may seek to meet with the board chair or other independent director(s), or express our concerns through the company's advisers. Where appropriate, we will hold joint engagement meetings with other investors who share our concerns. We will also consider voting against individual board directors (for example compensation committee members in relation to a compensation issue, or audit committee members where the concerns relate to an accounting issue). We also may sell out of a stock completely if we believe that is in the best interests of our clients(for example, if the company is unresponsive). Decisions to escalate will always be made on a case-by-case basis, in conjunction with the analyst and/or portfolio manager, taking into account the materiality of risk in our view, combined with the direction of travel on the issue as a result of our engagement. Catalysts can include escalating concerns over management failure in relation to strategy, or a lack of responsiveness in relation to succession planning or board composition, typically where we feel boards are not sufficiently independent, or do not have the right diversity of skills, background and experience.


LEA 20. Shareholder resolutions (Private)


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


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