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Dimensional Fund Advisors

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.

Dimensional's Investment Committee has formed an Investment Stewardship Committee composed senior members of the firm. The Committee has the authority to (i) oversee the voting of proxies, (ii) make determinations as to how to instruct the vote on certain specific proxies, (iii) verify the ongoing compliance with the Voting Policies, and (iv) review the Voting Policies from time to time and recommend changes to the Investment Committee.

Dimensional's proxy voting policy provides a framework for analysis and decision making, but does not address all potential issues. In order to be able to address all the relevant facts and circumstances related to a proxy vote, Dimensional may vote differently from our proxy voting policy if, after a review of the matter, Dimensional believes doing so would be in the best interests of our clients. In such circumstance, the analysis will be documented in writing and periodically presented to Dimensional's Investment Stewardship Committee.

Dimensional performs an in-depth and rigorous review of actual votes cast for all voting portfolios monthly to make sure that all eligible ballots have been voted and that votes were cast per Dimensional’s proxy voting policy and guidelines. In addition, twice a month, Dimensional reviews upcoming votes for meetings that are determined to be material in terms of holding amount and subject matter being voted upon and shares these votes with the Investment Committee. 

12.3. Additional information.[Optional]


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. 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]

Although Dimensional does not share our voting intentions prior to voting, except as required by applicable laws and regulation, Dimensional frequently engages with companies in advance of shareholder meetings and may raise concerns with specific proposals during these conversations. 


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]

Although Dimensional does not share our voting intentions prior to voting, except as required by applicable law and regulation, Dimensional routinely shares the reasons for any against votes during post-meeting/off-season engagements with portfolio companies.  We believe that communications with companies post-vote are important in order to understand how the company plans to address the concerns raised by Dimensional, particularly if other shareholders have expressed similar concerns.


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%)

93 %

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]

Dimensional seeks to vote, or refrain from voting, proxies in a manner that we believe is in the best interest of each portfolio. In general, this mean that Dimensional seeks to vote all proxies. In instances where the costs-including opportunity costs-of voting exceed the expected economic benefits, we may refrain from voting. Additionally, international market restrictions--such as share blocking, re-registration, and onerous power of attorney requirements--may preclude us from voting in certain markets or at certain company meetings.


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
86 %
Against (opposing) management recommendations
14 %
Abstentions
0 %
100%

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

3.3

18.4. Additional information. [Optional]

Although Dimensional does not share our voting intentions prior to voting, except as required by applicable law and regulation, Dimensional frequently engages with companies in advance of shareholder meetings and may raise concerns with specific proposals during these conversations. 

Dimensional also routinely shares the reasons for any against votes during post-meeting/off-season engagements with portfolio companies.  We believe that communications with companies post-vote are important in order to understand how the company plans to address the concerns raised by Dimensional, particularly if other shareholders have expressed similar concerns.

Dimensional seeks to vote, or refrain from voting, proxies in a manner that we believe is in the best interest of each portfolio. In instances where the costs --including opportunity costs -- of voting exceed the expected economic benefits, we may refrain from voting. Additionally, international market restrictions --such as share blocking, re-registration, and onerous power of attorney requirements -- may preclude us from voting in certain markets or at certain company meetings.


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.

Specify

          Sending letter to the portfolio company.
        

19.3. Additional information. [Optional]

If negative corporate governance practices persist following the exercise of proxy voting in accordance with Dimensional's Proxy Voting Policies and Guidelines, our Investment Stewardship Group may follow up directly with management or the company board to ensure that the company understands the importance we place on good corporate governance. 

Another method of escalation is that if we think that the actions of the directors of a portfolio company are not in the best interests of shareholders, we may decide to vote against those directors that lost our trust not only in any proxy for the portfolio company but also in any election for directors at any other company they are, or may attempt to be, directors. We then communicate this decision to the portfolio company and its board.

Separately, we also escalate directly through letter campaigns directed to portfolio companies on specific corporate governance concerns. In general, our priority is to escalate in situations where we believe a conflict of interest exists between management and shareholders.


LEA 20. Shareholder resolutions (Private)


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


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