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Nuveen, a TIAA Company

PRI reporting framework 2020

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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.


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.

All of Nuveen’s investment specialists are united under Nuveen’s three responsible investing principles (ESG integration, engagement, impact) and rely on centralized frameworks, insights and processes developed at the enterprise level by Nuveen’s Responsible Investing (RI) Team. We work with our service providers to break down our voting policy into a rules-based approach (routine meetings) to the greatest extent possible. In situations where our policy cannot be captured by a discrete or combination of rules (non routine meetings), then the Responsible Investments Team (RI) will manually vote the proposal. Non-routine meetings may include mergers & acquisitions, shareholder proposals, contested meetings and or specific investment specialists’ company engagements.  The manual review can include discussions with research analysts, portfolio managers, and other internal subject matter experts. The RI team distills all of the quantitative and qualitative inputs into our final vote decision.

Our custom policy framework also includes logic that will trigger a manual review on a case-by-case basis across the investment specialists depending on the particular circumstances of the company or proposal.  In addition to those pre-selected cases of manual review, other factors that may trigger a manual review by the investment specialists may include investment value, influence on the company and/or reputational risk exposure.

The RI team receives weekly reports of all of our votes for confirmation that the service provider has adhered to our voting policy. We also receive periodic reports that provide transparency into which specific rule in our policy was the driver of a particular vote so we can confirm that the inputs as well as the outcomes are according to our policy across all investment specialist. These reports are also periodically disseminated to the individual investment specialist.

12.3. Additional information.[Optional]

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

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 a securities lending program for the majority of equity assets (>85%).

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]

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]

We do not take a one-size-fits-all approach to proxy voting. Our decision to vote against management recommendations is often company-specific and nuanced. We currently do not provide detailed rationales to all companies where we voted against a proposal, however, we prioritize when we do.

Typically, for a majority of our assets, we would inform the company of our specific rationale when we believe there is a unique concern related to company accountability and/or transparency that may go beyond the specifics of the proposal where we chose not to support management. An example would be voting against director nominees because we do not believe the board composition is sufficient to carry-out the board's strategy or oversight responsibilities. We would choose to reach out to the company in these situations so that our concerns are more transparent and we can engage the company in a broader conversation.

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%)

99 %

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]

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
13 %
1 %

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


18.4. Additional information. [Optional]

We  engaged with approximately 1% of companies where we voted against management on at least one proposal during the past year. For companies within our home market, we engaged with approximately 4% of companies. In many cases, a vote against management serves as a trigger to engage with the company in the off-season. For companies where we have not established an ongoing dialogue, we will often send a letter notifying the company of our vote and offering the opportunity to engage on the issue. We view a successful engagement as one that leads to the company amending its practices such that a vote against management in the subsequent year is not required.

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]

We have a policy to review our votes against management and categorize our votes into themes.

We then use those themes as drivers of our engagement and policy initiatives for the following year. In exceptional circumstances, we may consider company-specific escalation tactics in coordination with the investment team.

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.

20.7. Additional information. [Optional]

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
Conducted by

Encourage company to address the lack of board gender diversity

Scope and Process

Company was part of our broader Women on Board Initiative. The company did not respond to any of our engagement letters regarding board gender diversity. Based on the lack of responsiveness we voted against the members of the Nominating & Governance committee.

ESG Topic
General ESG|Diversity
Conducted by

Encourage company to provide a framework to review the full scope of gender-related human capital management risks

Scope and Process

We engaged with the company to provide more robust disclosure on its global median gender pay gap.

The company lacked detailed information regarding its gender targets; attrition rates of women from entry-level up the seniority chain; the inflection points and root causes of attrition; the success of its D&I programs in terms of attracting and/or retaining female employees

ESG Topic
Executive Remuneration
Conducted by

Pay for performance concern.

To ensure that executive remuneration is aligned with shareholder interests

Scope and Process

We engaged with the company to better understand the rationale for the one time retention award granted to the CEO. Also discussed the company’s recent expansion into new business areas and the importance of continuity of management and the need to focus on building foundations for the new business rather than focus only on short-term decisions. 

ESG Topic
Climate Change
Conducted by

Identify company that did not disclose on its GHG emissions and lacks specific targets  for managing its reduction.

Scope and Process

Engaged with company and explained that they should incorporate climate as part of its enterprise risk management policy.Additionally, we requested they produce a Sustainability Report going forward.  


21.2. Additional information. [Optional]