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APG Asset Management

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.

APG's dedicated Global Responsible Investment & Governance Team centrally coordinates, oversees and controls the exercise of all equity voting rights globally. We have implemented APG's detailed Voting Policy in our electronic proxy voting system which automatically instructs our votes in line with our Responsible Investment and Governance Policies. In addition, voting items are assessed on a case-by-case basis taking into account each company's unique circumstances and we will, often in consultation with the relevant portfolio managers, override the custom instructions if deemed appropriate, all decisions have a written rationale.

12.3. Additional information.[Optional]


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


LEA 14. Securities lending programme

14.1. Does your organisation have a securities lending programme?

14.2. Describe why your organisation does not lend securities.

Securities lending carries risks associated with tax credits and can hamper voting, for these reasons APG does not have a Securities lending programme.

14.4. Additional information. [Optional]


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]

APG publishes public corporate governance positions under our Corporate Governance Framework and Remuneration Guidelines to listed European and US companies. In addition we provide our portfolio companies with any ad hoc updates to our corporate governance policies. As such most companies are (or should be) aware of our governance position, which wil guide our voting and this reduces the need to explain all votes of all issuers on an individual basis. APG discusses its voting decisions with some companies in advance of or after the annual general meeting but we do not systematically inform all companies. 

Before the vote is cast: We communicate to selected companies on the basis of the size of our stake, the issue at hand, and the general intensity of our dialogue with the company at the time.

After the vote is cast: We disclose all our voting decisions through our public voting disclosure tool on APG's website: http://www.apg.nl/en/apg-as-asset-manager/responsible-investing/voting-behavior, and we write to some companies to inform them of how we voted. Our past voting behaviour is also discussed during engagement interactions with companies. 


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]

APG publishes public corporate governance positions under our Corporate Governance Framework and Remuneration Guidelines to listed European and US companies. In addition we provide our portfolio companies with any ad hoc updates to our corporate governance policies. As such most companies are (or should be) aware of our governance position, which wil guide our voting and this reduces the need to explain all votes of all issuers on an individual basis. APG discusses its voting decisions with some companies in advance of or after the annual general meeting but we do not systematically inform all companies. 

Before the vote is cast: We communicate to selected companies on the basis of the size of our stake, the issue at hand, and the general intensity of our dialogue with the company at the time.

After the vote is cast: We disclose all our voting decisions through our public voting disclosure tool on APG's website: http://www.apg.nl/en/apg-as-asset-manager/responsible-investing/voting-behavior, and we write to some companies to inform them of how we voted. Our past voting behaviour is also discussed during engagement interactions with companies. 


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%)

99 %

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]

There are impediments to exercising our voting rights which we actively seek to address. This includes the practice of share blocking in certain markets whereby one cannot trade in company shares when voting, or cumbersome share re-registration procedures. APG has been engaging with companies, investors and policymakers alike to change this and as a result we face this issue less frequently, but the proxy voting chain can be optimised further. To date we cannot always be sure that our vote reaches the company correctly or indeed at all. APG is actively working with custodians, companies and investors, as well as policymakers, to address these shortcomings. In 2019, we did not cast a vote on ~1% of the company meetings that we could have voted for the above reasons.


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
77 %
Against (opposing) management recommendations
22 %
Abstentions
1 %
100%

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

18.4. Additional information. [Optional]

APG's voting decisions are based upon its voting policy which is part of the APG Corporate Governance Framework, available at the APG website: https://www.apg.nl/pdfs/APG%20AM%20Global%20Corporate%20Governance%20Framework%20FINAL_ENG.pdf


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.

19.2. Indicate the escalation strategies used at your organisation following abstentions and/or votes against management.

19.3. Additional information. [Optional]

APG complies with the Dutch Stewardship Code (the Code) adopted by Eumedion on 20th June 2018, the Code specifies an escalation approach and APG subscribes to this approach.


LEA 20. Shareholder resolutions

20.1. Indicate whether your organisation, directly or through a service provider, filed or co-filed any ESG shareholder resolutions during the reporting year.

20.2. Indicate the number of ESG shareholder resolutions you filed or co-filed.

9 Total number

20.3. Indicate what percentage of these ESG shareholder resolutions resulted in the following:

Went to vote
100 %
Were withdrawn due to changes at the company and/or negotiations with the company
0 %
Were withdrawn for other reasons
0 %
Were rejected/not acknowledged by the company
0 %
Total 100%

20.4. Of the ESG shareholder resolutions that you filed or co-filed and that were put to a vote (i.e., not withdrawn), indicate the percentage that received approval:

1 >50%
5 50-20%
3 <20%

20.5. Describe the ESG shareholder resolutions that you filed or co-filed, and the outcomes achieved.

In 2019, APG, together with other large investors, filed a climate resolution with oil and gas company BP. The resolution posed three demands on BP: a strategy consistent with the Paris Climate Agreement, formulating climate ambitions and goals for the short, middle and long term, and an annual report on this. Senior executives of the British oil and gas company supported the resolution and it passed with an overwhelming majority.

The remainder of the resolutions co-filed by APG are part of the Voto-di-Lista process in Italy, led by Assogestioni, in which minority shareholders propose their own candidates to the board of directors and/or the board of statutory auditors.

  • Assicurazioni Generali  S.p.A.
  • ENAV S.p.A.
  • ENEL S.p.A.
  • ERG S.p.A.
  • Moncler S.p.A.
  • Poste Italiane S.p.A.
  • Prysmian S.p.A.
  • De'Longhi S.p.A.

20.6. Describe whether your organisation reviews ESG shareholder resolutions filed by other investors.

APG applies a specific voting policy for shareholder proposals. We vote on all proposals and support those that we consider to be in the interest of the company and its shareholders. We support proposals where they help to address significant governance and sustainability issues not currently adequately addressed by the company or that otherwise could have a positive impact on the company’s ability to create long-term value. In general, APG supports resolutions that seek to generate greater transparency and accountability when we deem this to be reasonable and practical and especially in cases where problems have already arisen, suggesting risks are not adequately managed.

20.7. Additional information. [Optional]


LEA 21. Examples of (proxy) voting activities (Not Completed)


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