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Loomis, Sayles & Company, L.P.

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 your voting policy is adhered to, giving details of your approach when exceptions to the policy are made.

All issues presented for shareholder vote will be considered under the oversight of the Loomis Sayles Proxy Committee. All non-routine issues will be directly considered by the Proxy Committee and, when necessary, the equity analyst following the company and/or the portfolio manager of a Fund holding the security, and will be voted in the best investment interests of the Fund. All routine issues will be voted according to Loomis Sayles’ policy approved by the Proxy Committee unless special factors require that they be considered by the Proxy Committee and, when necessary, the equity analyst following the company and/or the portfolio manager of a Fund holding the security. Loomis Sayles’ Proxy Committee has established these routine policies in what it believes are the best investment interests of Loomis Sayles’ clients.

The specific responsibilities of the Proxy Committee, include, (1) developing, authorizing, implementing and updating Loomis Sayles’ proxy voting procedures (the “Procedures”), including an annual review of the Procedures, existing voting guidelines and the proxy voting process in general, (2) oversight of the proxy voting process including oversight of the vote on proposals according to the predetermined policies in the voting guidelines, directing the vote on proposals where there is reason not to vote according to the predetermined policies in the voting guidelines or where proposals require special consideration, and consultation with the portfolio managers and analysts for the Fund(s) holding the security when necessary or appropriate, (3) periodic sampling or engaging an outside party to sample proxy votes to ensure they comply with the Procedures and are cast in accordance with the clients’ best interests,and, (4) engagement and oversight of third-party vendors, including Proxy Voting Services including:

(i) determining whether a Proxy Voting Service has the capacity and competency to adequately analyze proxy issues by considering:

a. the adequacy and quality of the Proxy Voting Service’s staffing and personnel, and
b. the robustness of the Proxy Voting Service’s policies and procedures regarding its ability to ensure that its recommendations are based on current and accurate information and to identify and address any relevant conflicts of interest,

(ii) providing ongoing oversight of Proxy Voting Services to ensure that proxies continue to be voted in the best interests of clients,
(iii) receiving and reviewing updates from Proxy Voting Services regarding relevant business changes or changes to Proxy Voting Services’ conflict policies and procedures, and 
(iv) in the event that the Proxy Committee becomes aware that a Proxy Voting Service’s recommendation was based on a material factual error, investigating the error, considering the nature of the error and the related recommendation, and determining whether the Proxy Voting Service has taken reasonable steps to reduce the likelihood of similar errors in the future.

Loomis Sayles has established several policies to ensure that proxy votes are voted in its clients’ best interest and are not affected by any possible conflicts of interest. First, except in certain limited instances, Loomis Sayles votes in accordance with its pre-determined policies set forth in the Procedures. Second, where these Procedures allow for discretion, Loomis Sayles will generally consider the recommendations of Glass Lewis in making its voting decisions. However, if the Proxy Committee determines that Glass Lewis’ recommendation is not in the best interest of its clients, then the Proxy Committee may use its discretion to vote against Glass Lewis’ recommendation, but only after taking the following steps: (1) conducting a review for any material conflict of interest Loomis Sayles may have and, (2) if any material conflict is found to exist, excluding anyone at Loomis Sayles who is subject to that conflict of interest from participating in the voting decision in any way. However, if deemed necessary or appropriate by the Proxy Committee after full prior disclosure of any conflict, that person may provide information, opinions or recommendations on any proposal to the Proxy Committee. In such event the Proxy Committee will make reasonable efforts to obtain and consider, prior to directing any vote information, opinions or recommendations from or about the opposing position on any proposal.

12.3. Additional information.[Optional]

Clients may instruct Loomis Sayles to vote proxies according to a policy that differs from that of Loomis Sayles.

 


LEA 13. Percentage of voting recommendations reviewed (Not Applicable)


LEA 14. Securities lending programme

14.1. Indicate if your organisation has a securities lending programme.

14.2. Describe why your organisation does not lend securities.

We believe that the financial benefits of securities lending are outweighed by the risks associated therewith.

Accordingly, the firm's investment policy is not to engage in securities lending absent client direction.  While the firm does not have a securities lending program, certain of our clients may. In the case of certain clients, we monitor for significant events (mergers, acquisitions, etc.) and work with the client's custodian to recall any shares on loan in order to vote proxies associated therewith. 

 

14.4. Additional information.

As discussed more fully in our Proxy Voting Policies and Procedures, our policy is to vote rather than abstain from voting on issues presented.


LEA 15. Informing companies of the rationale of abstaining/voting against management

15.1. Indicate the proportion of votes where you or the service providers acting on your behalf have raised concerns with companies ahead of voting.

15.2. Indicate the reasons for raising your concerns with these companies ahead of voting.

Explain

          We (and our service providers acting on behalf of their clients generally) may raise concerns with companies ahead of voting regarding matters of significance to our portfolio managers and/or investment teams, and the service providers, respectively.  Issuers often call or visit Loomis Sayles prior to the vote to discuss their perspective on the proxy issues, e.g., in situations where Loomis Sayles has a large position in the securities subject to a vote.
        

15.3. Additional information. [Optional]

We believe that proxy voting is a critical part of our fiduciary duty to our clients and our stewardship of the accounts we manage for them.  Thus we may raise our concerns with companies ahead of voting where we believe that doing so is in the best interest of our clients.

There generally are two ways in which proxy issues come to the attention of our investment professionals.  First, for certain types of proposals, our proxy voting committee alerts the investment professionals that follow the company or manage the accounts that hold the security, such as in the case of a merger.  Second, our investment professionals often discuss proxy issues directly with senior management of issuers as part of their investment  due diligence. In either case, our investment professionals are responsible for recommending the votes that they believe are in the best interest of their clients.

 


LEA 16. Informing companies of the rationale of abstaining/voting against management

16.1. Indicate the proportion of votes participated in within the reporting year in which, you and/or the service provider(s) acting on your behalf, have communicated to companies the rationale for abstaining or voting against management recommendations.

16.4. Additional information. [Optional]

We do not have a policy to communicate to companies the rationale for abstaining or voting against management recommendations. However, our investment professionals may discuss these matters with senior management of an issuer on an informal basis.

If issuers have an interest in learning about how we make voting decisions, our Proxy Voting Policies and Procedures are available online. 


LEA 17. Percentage of (proxy) votes cast

17.1. For listed equities where you and/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 policy is to vote all ballots received rather than abstain from voting, unless the client's best interest requires abstention.


LEA 18. Proportion of ballot items that were for/against/abstentions

18.1. Indicate if you track the voting instructions that you and/or your service provider on your behalf have issued.

18.2. Of the voting instructions that you and/or third parties on your behalf issued, indicate the proportion of ballot items that were:

Voting instructions
Breakdown as percentage of votes cast
For (supporting) management recommendations
83 %
Against (opposing) management recommendations
17 %
Abstentions
0 %
100%

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

18.4. Additional information. [Optional]

While we voted against management recommendations 17% of the time in 2018, we did not track those instances in which we engaged with management. We wish to note that a vote for or against management proposals does not correlate with whether we are supportive of positive ESG activities at the issuer.  


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]

While we don't have a formal escalation strategy following unsuccessful voting, our investment professionals may initiate further engagement with senior management of the applicable issuer.


LEA 20. Shareholder resolutions

20.1. Indicate if 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]

Proxies involving social and environmental issues frequently will be voted as recommended by the Proxy Voting Service but may, in the consideration of the Loomis Sayles Proxy Voting Committee, be reviewed on a case-by-case basis if the Committee believes that a particular proposal (i) could have a significant impact on an industry or issuer (ii) is appropriate for the issuer and the cost to implement would not be excessive, (iii) is appropriate for the issuer in light of various factors such as reputational damage or litigation risk or (iv) is otherwise appropriate for the issuer.


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.

21.2. Additional information. [Optional]

We generally vote ESG proxy issues on a case-by-case basis.  However, there are a number of ESG topics that we are considering more broadly as a firm going forward.  For example, we are assessing, and may become followers of, the TCFD.  That type of firmwide initiative may inform or drive some of our proxy voting activities in the future.

 


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