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Royce & Associates, LP

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.

The designated Trade Processing Assistant reviews all proxy votes collected from Royce's portfolio managers prior to such votes being cast. If any difference exists among the voting instructions given by Royce's portfolio managers, the designated Trade Processing Assistant then presents these proposed votes to the Head of Administration, or his designee, and a Co- Chief Investment Officer. A Co-Chief Investment Officer, after consulting with the relevant portfolio managers, either reconciles the votes or authorizes the casting of differing votes by different portfolio managers. The Head of Administration, or his designee, maintains a log of all votes including when different portfolio managers have cast differing votes, that describes the rationale for allowing such differing votes and contains the initials of both a Co-Chief Investment Officer and Head of Administration, or his designee, allowing such differing votes. The Head of Administration, or his designee, performs a weekly review of all votes cast by Royce to confirm that any conflicting votes were properly handled in accordance with the Royce’s Proxy Voting guidelines.

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]

Direct communication with management is an important part of our investment process, and a fundamental part of our approach to responsible investment. Constructive engagements create a forum to discuss business strategy, operations, governance and a wide variety of other issues, such as, but not limited to, ESG issues. This is done with the goal of establishing an open dialogue between our investment team and company management. In addition, we may also engage with other stakeholders such as suppliers and customers as part of our process. Engagements take place both before the initial investment is made and as part of our ongoing monitoring of the positions in our portfolios. The level of direct engagement may also vary based on several factors such as materiality of the issue, the size of the investment and range of potential impacts to the company.


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.

16.4. Additional information. [Optional]

We do not communicate our rationale for any of our votes (whether abstaining, voting against management or voting for management) during the formal proxy process. However, portfolio managers do informally communicate their thoughts during one-on-one company management meetings.

Direct communication with management is an important part of our investment process, and a fundamental part of our approach to responsible investment. Constructive engagements create a forum to discuss business strategy, operations, governance and a wide variety of other issues, such as, but not limited to, ESG issues. This is done with the goal of establishing an open dialogue between our investment team and company management. In addition, we may also engage with other stakeholders such as suppliers and customers as part of our process. Engagements take place both before the initial investment is made and as part of our ongoing monitoring of the positions in our portfolios. The level of direct engagement may also vary based on several factors such as materiality of the issue, the size of the investment and range of potential impacts to the company.

At Royce we recognize that ESG issues can affect the valuation and performance of a company. As such, ESG considerations are an underlying influence on all of our engagement efforts.


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]

Our proxy voting record is made publicly available here:

https://www.royceinvest.com/policies/


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
93 %
Against (opposing) management recommendations
5 %
Abstentions
2 %
100%

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

31

18.4. Additional information. [Optional]

Our proxy voting record is made publicly available here:

https://www.royceinvest.com/policies/


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.

19.3. Additional information. [Optional]

Direct communication with management is an important part of our investment process, and a fundamental part of our approach to responsible investment. Constructive engagements create a forum to discuss business strategy, operations, governance and a wide variety of other issues, such as, but not limited to, ESG issues. This is done with the goal of establishing an open dialogue between our investment team and company management. In addition, we may also engage with other stakeholders such as suppliers and customers as part of our process. Engagements take place both before the initial investment is made and as part of our ongoing monitoring of the positions in our portfolios. The level of direct engagement may also vary based on several factors such as materiality of the issue, the size of the investment and range of potential impacts to the company.

At Royce we recognize that ESG issues can affect the valuation and performance of a company. As such, ESG considerations are an underlying influence on all of our engagement efforts.


LEA 20. Shareholder resolutions (Private)


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


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