We take into account information from various sources including our own meetings with companies, our previous voting decisions and engagement, and information provided by external parties (including our proxy advisor ISS but will generally apply the following guidelines in voting proxies:
- For routine housekeeping proposals such as the reappointment of auditors and the approval of accounts, we will generally vote in favour.
- For proposals which limit shareholders’ ability to replace management or directors of an issuer, or cause management to be overrepresented on the board, introduces cumulative voting, unequal voting rights and creates supermajority voting, we will generally vote against.
For other proposals, we determine whether a proposal is in the best interest of its clients and may take into account the following factors, among others:
- whether the proposal was recommended by management and our opinion of management;
- whether the proposal acts to entrench existing management;
- whether the proposal fairly compensates management for past and future performance; and
- whether the proposal is likely to strengthen the issuer’s business franchise and therefore benefit its shareholders over a time frame that is relevant for our clients’ portfolio
All proxies notified to us by our clients’ custodians will be referred to the fund managers who are the only ones authorised to vote proxies, where applicable, on behalf of clients.
The fund managers will be provided with the following information:
- The accounts containing the security to which the proxy relates; and
- The number of votes each client portfolio controls (reconciling any duplications) and the date by which the proxy must be voted in order to allow enough time for the completed proxy to be returned to the issuer prior to the voting taking place.
The Compliance Officer will also be informed of the proxy vote notification. Absent material conflicts of interest notified by the fund manager voting the proxy, the decision on how to vote the proxy will be communicated by the fund manager to the Operations team who will in turn communicate this to the client custodian to enable them to process the vote. The Compliance Officer will review proxies voted no less than annually to ensure that they were voted in accordance with these guidelines.