Public HTML RI reports - PRI reporting framework 2020

Nuveen, a TIAA Company

PRI reporting framework 2020

Basic information [OO 01 - 09] Asset class implementation gateway indicators [OO 10 - 12] Peering questions [OO LE 01 - HF 01]

Strategy and Governance

Investment policy [SG 01 - 04] Objectives and strategies [SG 05 - 06] Governance and human resources [SG 07 - 08] Promoting responsible investment [SG 09 - 11] Outsourcing to fiduciary managers and investment consultants [SG 12] ESG issues in asset allocation [SG 13 - 15] Asset class implementation not reported in other modules [SG 16 - 17] Innovation [SG 18] Communication [SG 19]

Direct - Listed Equity Incorporation

ESG incorporation in actively managed listed equities [LEI 01 - 10] Implementation processes [LEI 01 - 10] (A) Implementation: Screening [LEI 04 - 06] (B) Implementation: Thematic [LEI 07] (C) Implementation: Integration of ESG factors [LEI 08 - 10] ESG incorporation in passively managed listed equities [LEI 11] Outputs and outcomes [LEI 12 - 13]

Direct - Listed Equity Active Ownership

Overview [LEA 01] Engagement [LEA 02 - 08] Outputs and outcomes [LEA 09 - 11]

Direct - Fixed Income

ESG incorporation in actively managed fixed income [FI 01 - 12] Implementation processes [FI 01 - 03] (A) Implementation: Screening [FI 04 - 06] (B) Implementation: Thematic [FI 07 - 09] (C) Implementation: Integration [FI 10 - 12] ESG incorporation in passively managed fixed income [FI 13] Fixed income - Engagement [FI 14 - 16] Outputs and outcomes [FI 17 - 18]

Direct - Property

Overview [PR 01] Fundraising of property funds [PR 02 - 03] Pre-investment (selection) [PR 04 - 06] Post-investment (monitoring and active ownership) [PR 08 - 14] Overview [PR 08] Property monitoring and management [PR 09 - 10] Property developments and major renovations [PR 11] Occupier engagement [PR 12 - 13] Community engagement [PR 14] Outputs and outcomes [PR 15 - 16]

Direct - Inclusive Finance

Context [IFD 01 - 06] PIIF Principle 1: Range of services [IFD 07 - 10] PIIF Principle 2: Client protection [IFD 11 - 13] PIIF Principle 3: Fair treatment [IFD 14 - 17] PIIF Principle 4: Responsible investment [IFD 18 - 24] PIIF Principle 5: Transparency [IFD 25 - 27] PIIF Principle 6: Balanced returns [IFD 28 - 31] PIIF Principle 7: Standards [IFD 32 - 34]

Indirect - Inclusive Finance

Context [IFI 01] Selection [IFI 02] Contractual agreements and mandate design [IFI 03] Investment manager monitoring and reporting [IFI 04 - 05] Disclosure [IFI 06 - 07]

Confidence building measures

Confidence building measures [CM1 01 - 07]

Export Public Responses

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

We use our own research or voting team and make voting decisions without the use of service providers.

We hire service providers who make voting recommendations and/or provide research that we use to guide our voting decisions.

Based on

The service-provider voting policy we sign off on

Our own voting policy

Our clients` requests or policies

Other (explain)

We hire service providers who make voting decisions on our behalf, except in some pre-defined scenarios where we review and make voting decisions.

We hire service providers who make voting decisions on our behalf.

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?

Yes

14.3. Indicate how the issue of voting is addressed in your securities lending programme.

We recall all securities for voting on all ballot items

We maintain some holdings, so that we can vote at any time

We systematically recall some securities so that we can vote on their ballot items (e.g., in line with specific criteria)

We recall some securities so that we can vote on their ballot items on an ad-hoc basis

We empower our securities-lending agent to decide when to recall securities for voting purposes

We do not recall our securities for voting purposes

Other (specify)

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.

100%

99-75%

74-50%

49-25%

24-1%

Neither we nor our service provider(s) raise concerns with companies ahead of voting

15.2. Indicate the reasons for raising your concerns with these companies ahead of voting.

Vote(s) concerned selected markets

Vote(s) concerned selected sectors

Vote(s) concerned certain ESG issues

Vote(s) concerned companies exposed to controversy on specific ESG issues

Vote(s) concerned significant shareholdings

Client request

Other

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.

100%

99-75%

74-50%

49-25%

24-1%

We do not communicate the rationale to companies

Not applicable because we and/or our service providers did not abstain or vote against management recommendations

16.2. Indicate the reasons why your organisation would communicate to companies, the rationale for abstaining or voting against management recommendations.

Vote(s) concern selected markets

Vote(s) concern selected sectors

Vote(s) concern certain ESG issues

Vote(s) concern companies exposed to controversy on specific ESG issues

Vote(s) concern significant shareholdings

Client request

Other

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.

Yes

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.

We do track or collect this information

Votes cast (to the nearest 1%)

99 %

Specify the basis on which this percentage is calculated

Of the total number of ballot items on which you could have issued instructions

Of the total number of company meetings at which you could have voted

Of the total value of your listed equity holdings on which you could have voted

We do not track or collect this information

17.2. Explain your reason(s) for not voting on certain holdings

Shares were blocked

Notice, ballots or materials not received on time

Missed deadline

Geographical restrictions (non-home market)

Cost

Conflicts of interest

Holdings deemed too small

Administrative impediments (e.g., power of attorney requirements, ineligibility due to participation in share placement)

Client request

Other (explain)

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.

Yes, we track this information

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 %
Abstentions	1 %

100%

No, we do not track this information

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.

Yes

19.2. Indicate the escalation strategies used at your organisation following abstentions and/or votes against management.

Contacting the company’s board

Contacting the company’s senior management

Issuing a public statement explaining the rationale

Initiating individual/collaborative engagement

Directing service providers to engage

Reducing exposure (holdings) / divestment

Other

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.

Yes

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.

Add Example 1

ESG Topic	Diversity Executive Remuneration Climate Change Human rights Company leadership issues Pollution General ESG Diversity Shareholder rights Health and Safety Sustainability reporting Water risks Labour practices and supply chain management Anti-bribery and corruption Deforestation Aggressive tax planning Cyber security Political spending / lobbying Other governance Plastics Other
Conducted by
Objectives	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.
Outcomes

Add Example 2

ESG Topic	General ESG\|Diversity Executive Remuneration Climate Change Human rights Company leadership issues Pollution General ESG Diversity Shareholder rights Health and Safety Sustainability reporting Water risks Labour practices and supply chain management Anti-bribery and corruption Deforestation Aggressive tax planning Cyber security Political spending / lobbying Other governance Plastics Other
Conducted by
Objectives	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
Outcomes

Add Example 3

ESG Topic	Executive Remuneration Executive Remuneration Climate Change Human rights Company leadership issues Pollution General ESG Diversity Shareholder rights Health and Safety Sustainability reporting Water risks Labour practices and supply chain management Anti-bribery and corruption Deforestation Aggressive tax planning Cyber security Political spending / lobbying Other governance Plastics Other
Conducted by
Objectives	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.
Outcomes

Add Example 4

ESG Topic	Climate Change Executive Remuneration Climate Change Human rights Company leadership issues Pollution General ESG Diversity Shareholder rights Health and Safety Sustainability reporting Water risks Labour practices and supply chain management Anti-bribery and corruption Deforestation Aggressive tax planning Cyber security Political spending / lobbying Other governance Plastics Other
Conducted by
Objectives	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.
Outcomes

Add Example 5

Add Example 6

Add Example 7

Add Example 8

Add Example 9

Add Example 10

21.2. Additional information. [Optional]

Previous Section Next Section