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Ellerston Capital Limited

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.

it is our duty on behalf of our clients to vote their proxy, or advise on the exercising of proxy votes, when the investments in their portfolios are entitled to do so. Ellerston’s policy is to always vote in the best interests of the client’s investments in the portfolios that we manage on their behalf. All voting decisions and rationales, where required, are tracked by our back office to ensure that we have voted on all resolutions. If we have erroneously failed to vote, we are required to report, investigate and follow up in accordance with the Ellerston Capital Breaches and Incidents Policy.

The Ellerston Proxy Voting Policy is publically available at the following link:

https://ellerstoncapital.com/wp-content/uploads/2020/03/ECL-RI-Policy-2020.pdf

This policy sets out our approach to proxy voting in the context of corporate governance principles, the investment management process and client service responsibilities, the key aspects beign as follows:

.Responsibility

The Chief Investment Officer (CIO) is responsible for the implementation of this Policy.

The Head of ESG will oversee voting, the documentation of voting decisions and the annual publication of the proxy voting records for the prior financial year.

This policy is reviewed as part of the annual review of the Ellerston Responsible Investment Policy.

Voting Guidelines

As a Responsible Investor, we believe that Environmental, Social and Governance (ESG) issues can impact the value of entities in which we invest. We are committed to incorporate ESG standards into our voting criteria to act in the long-term interests of our clients taking into account, but not limited to, the guidelines below:

  • Act in the long-term interests of shareholders.
  • Protect shareholders’ rights.
  • Ensure independent, diverse and efficient governance structures (Boards of Directors, Advisory Boards etc.).
  • Align incentive structures with long-term interests of stakeholders.
  • Disclose accurate, adequate, and timely information.
  • Ensure good environmental and social performance.

Voting decisions (or recommendations) reflect the following opinion:

For: The proposed resolution reflects good practice and is in the shareholders’ long-term interest

Abstain: The proposed resolution raises issues of concern for shareholders or lacks sufficient information

Against: The proposed resolution is not acceptable and is not in the shareholders’ long-term interest

In the event that we vote on a resolution in opposition to the management recommendation, we will attempt to engage with the Company ahead of the shareholder meeting in order to communicate our voting intention and explain our rational for opposing the management recommendation.

Proxy Voting Process

Ellerston receives notices of shareholder meetings from its portfolio companies through its custodians or the companies themselves. Our analysts and portfolio managers will form a view on the items to be voted upon with the voting decisions being made on a case-by-case basis based on the guidelines above.

Where Ellerston has discretion under its agreement with the client, as a general rule, Ellerston will not seek direction from the client prior to it exercising a vote or initiating relevant company engagement to address individual issues. However, Ellerston may from time-to-time consult with clients on particular issues. Clients may require our proxy voting to follow the recommendations of third party Proxy Advisors, or may direct Ellerston to vote on specific issues, and we will implement that direction to the extent we are able to do so.

It may be the case that we attend shareholder meetings and vote our clients proxies in person.

Disclosure and Transparency

Consistent with our commitment and responsibilities related to PRI and, where relevant, product certification bodies such as the Responsible Investment Association of Australasia (RIAA), our policy is to provide full transparency on our proxy voting on an annual basis.

No later than three months after the close of each financial year, Ellerston will publish on its website a summary of its proxy voting activities for the previous financial year providing the details below:

  • The name of the entity and the country in which it is listed
  • The Stock Exchange code of the relevant interests or securities
  • The meeting date and meeting type
  • A brief identification of the matter or matters (proposals) to be voted on at the meeting
  • Whether the matter or matters voted on were proposed by the issuer, its management or another person or company
  • The Management recommendation
  • Whether Ellerston voted, or advised, on the matter or matters
  • How Ellerston voted, or advised, on the matter or matters
  • In the case of a decision to vote against any matter, a record reflecting the reason for that decision

 

 

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]

For instance, in one particular instance during the period, we voted against the award of performance rights to the CEO of a particular investee company. Prior to voting we engaged with the Company and communicated that we were not satisfied with various aspects of the KPI's and Remuneration report.


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]

For the reporting period 2020 our voting decisions will be published publicly on an annual basis in the Ellerston Capital Proxy Voting Report. All voting decisions will be published provided that public disclosure does not compromise an ongoing engagement (e.g. collaborative engagement such as Climate Action 100+ where contributing investors may agree a plan of action which may be compromised by public disclosure).


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%)

87 %

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 (Private)


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]


LEA 20. Shareholder resolutions (Private)


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


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