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Eurizon Capital SGR

PRI reporting framework 2020

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(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.

Eurizon Capital SGR adopts a targeted approach to corporate governance, participating at shareholder meetings of selected issuers listed on the Italian stock exchange and on other exchanges. Participation is assessed on the basis of its relevance for the interests of the managed portfolios and the possibility of having a meaningful impact on the outcome of the meeting through the voting rights held. The Company will however take part in the shareholder meetings of significant listed issuers, i.e. those in which the Company holds a significant share of capital or where the Company considers such a holding to be significant for the interest of the managed UCIs. Such behaviour enables the Company to avoid a box-ticking approach, instead focusing on a selected number of investee companies, which allows for an adequate level of analysis, minimising over-reliance on proxy advisors. The Corporate Governance office establishes the proposals for the voting instructions, on the basis of analyses, on further examination carried out on public documents, on outcomes of interaction with companies (so called "engagement"), on input from the advisor specializing in research supporting corporate governance decisions and voting recommendations, as well as on input provided by the Investment Department and the Head of Sustainability.

12.3. Additional information.[Optional]

The participation at a shareholders’ meeting and the exercise of related voting rights is authorized by the Chief Executive Officer of the Company on a reasoned proposal from the Head of the Corporate Governance Unit within ESG & Strategic Activism, in coordination with the Investment Department and the Head of the Sustainability Unit.

In this regard, the Corporate Governance Unit establishes the proposals for the voting instructions, on the basis of analyses, on further examination carried out on public documents, on outcomes of interaction with companies (so called "engagement"), on input from the advisor specializing in research supporting corporate governance decisions and voting recommendations, as well as on input provided by the Investment Department and the Head of the Sustainability Unit.

The Chief Executive Officer defines the voting instructions and any specific issues to be presented in the interest of the investors, independent from any influence exercised within or from outside the Company, and chooses the best way to attend the Shareholders’ Meetings.

In this respect, the Company has defined specific internal procedures that prevent the circulation of information among the different companies of the Group and the Parent company, Intesa Sanpaolo, as regards the exercise of voting rights attached to the managed shareholdings, or internally to each company among the organizational structures subject to segregation (so-called "Chinese Wall").


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]


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]


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.

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

17.3. Additional information. [Optional]

We never let service providers express voting instructions on our behalf


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
90 %
Against (opposing) management recommendations
9 %
Abstentions
1 %
100%

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

10

18.4. Additional information. [Optional]


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]

As outlined in our document “Adoption of Italian Stewardship Principles for the Exercise of Administrative and Voting ghts in Listed Companies”:

Before expressing a vote against management resolutions that may have significant effects on the issuer, the Company evaluates - if appropriate and provided that it is not prohibited by law - the hypothesis of initiating forms of engagement with the participating issuer, in the best interest of managed assets.

The Company believes that an effective engagement activity relates to building long-term relations with the board of directors, the board of statutory auditors and the senior management of investee companies, creating an environment in which institutional investors are regarded as credible and committed partners. Therefore, engagement is complementary to both the investment analysis as well as the exercise of voting rights, as it enables the Company to promptly address specific companies’ governance issues, thus preventing a disinvestment or the exercise of a contrary vote.  

In the event investees fail to respond constructively, the Company will consider escalating measures, such as: 

promoting, as set out in Principle 4, action in concert with other institutional investors – within Assogestioni Investment Managers' Committee - aimed at issuing comments or making specific requests for clarifications on certain issues;

making public statements during shareholder meetings.

In the event the Company considers the outcome of dialogue with investee companies as unsatisfactory, it reserves the right to abstain or vote against certain resolutions at the shareholder meeting.

 


LEA 20. Shareholder resolutions (Private)


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


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