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Norwegian Government Pension Fund Norway (Norwegian Ministry of Finance and Folketrygdfondet)

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.

We ensure compliance with our voting policy by conducting our own analysis and voting in person in Norway, the jurisdiction in which 85% of our equity investments are located. In the rest of the Nordics, we do our own analysis of all material issues, with a particular focus on agenda items for which we would potentially be voting against the board's recommendation. We use service provider recommendations/analyses as an input to our decision process.

Prior to the AGM, any issues that could result in us voting in a manner that represents an exception to our policy. If exceptions to the policy are made, we would publish an explanation on our website after the AGM. In 2019, Folketrygdfondet did not make any exceptions to the policy.

 

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 recall all securities for voting for all general meetings in the Norwegian market.

In the other Nordic countries, we recall securities when there is an important agenda item that Folketrygdfondet intends to vote against - generally, when Folketrygdfondet intends to vote against the board's recommendations.


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.

Explain

          Folketrygdfondet contacts all Norwegian companies in advance of the general meeting if we intend to vote against one or more of the board's recommendations. Ideally, the agenda item is changed in advance of the meeting.
        

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.

16.3. 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]


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%)

100 %

Specify the basis on which this percentage is calculated

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
95 %
Against (opposing) management recommendations
5 %
Abstentions
0 %
100%

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

100

18.4. Additional information. [Optional]

Folketrygdfondet contacted the boards of all companies for which we voted against the board's recommendations to explain our voting and encourage additional dialogue in advance of next year's annual general meeting. We have therefore listed the figure in 18.3 as 100%.


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]

Folketrygdfondet engaged via a letter from our CEO by contacting the boards of companies for which we voted against one or more of the board's proposals. Voting rationales are also published on ftf.no. The precise escalation strategy that may be chosen will depend on the specific case as well as the nature of Folketrygdfondet's investment.


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
Other governance
Conducted by
Objectives

Folketrygdfondet seeks to vote consistently based on shared principles applicable to all portfolio companies. However, we recognise that this can be difficult when local corporate governance recommendations and market practice differ from country to country. One example is the election of the CEO to the board of directors. For companies registered in Norway, this is prohibited by the Public Limited Liability Companies Act. Moreover, the Norwegian Code of Practice for Corporate Governance recommends that no senior executives should be board members. Folketrygdfondet considers this an important principle, as one of the board’s priority tasks is to supervise company management, a task that includes appointment and dismissal of the CEO. In our view, the board can only perform this supervisory function satisfactorily if the board members are not recruited from company management. 

Scope and Process

The Swedish corporate governance code, by contrast, permist up to one member of the leadership team to serve as a regular board member, although not the chair. Folketrygdfondet has previously followed local recommendations in the different Nordic countries. However, in 2019 we decided to amend our practice related to the election of CEOs to company boards, for two reasons: to ensure greater consistency in our voting decisions and because we consider this an important principle for ensuring that company boards perform their functions properly.  Folketrygdfondet has therefore voted against election of the CEO to the board of directors where candidates have been nominated individually. We recognise that Swedish company boards disagree with how we have voted, and that it is unlikely that we will succeed in persuading companies to adopt our view. The number of such dilemmas and challenges has grown as our shareholdings in Nordic companies have increased. We will continue to address these developments in a transparent manner, and to communicate openly about the factors on which our decisions are based.

Outcomes
ESG Topic
Executive Remuneration
Conducted by
Objectives

Folketrygdfondet supports remuneration schemes that are targeted and performance-dependent. Incentive schemes should be linked to personal targets, company targets and targets designed to ensure good long-term value creation for shareholders. Moreover, we expect option schemes and other share-based programmes to be capped and to have a reasonable scope.

Scope and Process

Folketrygdfondet voted against an executive remuneration program several years in a row as the program lacked a cap and could result in an unreasonably high issuance of new shares, Folketrygdfondet considered that the scheme had an excessive scope and could entail an excessive transfer of value from the shareholders to the company’s employees. In 2019, the company altered the program in line with our expectations.

Outcomes
ESG Topic
Other governance
Conducted by
Objectives

Folketrygdfondet takes the view that members of nomination committees must be independent of individual board members. The independence of the nomination committee is crucial in enabling shareholders to have the necessary confidence in nomination committee proceedings and recommendations. A clear division of roles and responsibilities between the board of directors and the nomination committee is fundamental to the committee’s work

Scope and Process

Folketrygdfondet communicated our views on the importance of nomination committee independence to the company directly over several years. In 2019, the general assembly elected a nomination committee that no longer included any of the company's board members.

Outcomes

21.2. Additional information. [Optional]


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