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NEI Investments

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

          We use our own proxy voting guidelines for North American holdings and our service provider's guidelines for international holdings.
        

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.

Our Proxy Voting Guidelines are used to vote the proxies of all holdings in North America, while we utilize the ISS SRI guidelines for international holdings. NEI retains the right to vote proxies and regards the proxies we hold on behalf of our unit holders as significant corporate assets. We make use of external research providers for proxy voting analysis. Our ESG analysts review proxy information and third-party analysis and execute the proxy voting process for our funds. Items on the agenda are individually reviewed and analyzed. The final voting decision is influenced by our guidelines, internal analysis and consideration of how we believe we can best advance corporate governance good practice at each company.

The guidelines are designed to be responsive to a wide range of issues that can be raised in proxy situations. Because we cannot anticipate every proxy item, as well as specific guidelines for certain commonly-arising matters, we have established general principles for assessing proposals. Many proposals require case-by-case vote decision-making. In these situations, we look to our ESG Program criteria and corporate engagement goals for direction.

Our guidelines are oriented to the North American markets to which we are most exposed. Some guidelines are specific to certain focus markets, and we may modify our approach on a case-by-case basis, depending on the level of compliance to local market laws and corporate governance best practices that a company demonstrates.

Because of our strong position on many ESG issues, we frequently vote against the recommendations put forward by company management. However, we see no value in voting against management for its own sake. Where we are able to vote with management because standards of governance are improving, we view that outcome positively.

Our Guidelines are reviewed every two years to determine if an update is required, based on developments in corporate governance or the regulatory landscape. We may publish amendments between full updates.

Our vote notes outline where we have made exception to our guidelines and the rationale for our decision. We collect data to be able to track exceptions, to enable us to determine if our guidelines need to be updated.

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?

14.3. Indicate how the issue of voting is addressed in your securities lending programme.

14.4. Additional information. [Optional]

Securities lending transactions are subject to the requirements of the Canadian securities administrators and the agreement that we have entered into with our securities lending agent.  These requirements are designed to minimize risk and they include the following:

  • The Manager may lend Canadian and U.S. securities in a manner that is consistent with the Fund’s investment strategies and as permitted by securities law, in which case it will aim to recall all loaned securities by the record date for the purpose of voting. The Manager does not intend to lend securities outside of these markets as this may affect its ability to vote on behalf of our unit holders.
  • The borrower of the securities must provide collateral permitted by the Canadian securities administrators worth at least 102% of the value of the securities loaned.
  • The Funds will only deal with borrowers who have been approved by the Manager and the securities lending agent and the borrowers will be subject to transaction and credit limits.
  • No more than 50% of a Fund’s assets may be loaned in such transactions.
  • The value of the securities and collateral will be monitored daily.
  • The Fund may only invest the cash collateral in qualifying securities (such as Canadian and U.S. government debt securities and debt securities with a prescribed credit rating) having a remaining term to maturity of no more than 90 days.
  • If a borrower fails to return securities, our securities lending agent will pay to the Fund the market value of those securities.
  • Internal controls, procedures and records will be maintained.
  • Securities lending transactions may be terminated at any time.

 


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]

We take a strong line on corporate governance issues, given the established link between good governance and corporate performance, and as a result we are obliged to vote against management fairly frequently, although through dialogue we have encouraged many companies in our holdings to enhance their practices in such a way that we are able to support management in our voting.

As a result, it is not practicable for us to reach out directly to warn every company where we are considering a vote against management. We especially prioritize advance voting outreach to companies to which our funds are significantly exposed, significant holdings (over 1% of the company float), companies in selected target markets, and companies facing votes on specific ESG issues on which we are engaging and where our perspective may be helpful.

All companies can access our vote decision and rationale through our public voting database. We conduct outreach to ensure that companies know where to find our guidelines and database.


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.

16.3. 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]

Our votes and rationales are immediately made public through our proxy voting database, and we direct companies where to find this information, recognizing that it can be challenging for companies to identify beneficial owners. We also reach out proactively to provide more detailed analysis of our vote decisions to selected companies in the context of our engagement program.


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%)

97 %

Specify the basis on which this percentage is calculated

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

We make best efforts not to vote where we have sold the holding and no longer have an economic interest.

17.3. Additional information. [Optional]

Where practicable and in the best interest of the funds, we endeavour to vote all proxies where we retain an economic interest at the time of voting. We make best efforts to identify ballots where we have sold the holding between the record date and the meeting date, and not to vote these proxies.


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
70 %
Against (opposing) management recommendations
30 %
Abstentions
0 %
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]

We take a strong line on corporate governance issues and as a result we are obliged to vote against management frequently, although through dialogue we have encouraged many companies in our holdings to enhance their practices in such a way that we are able to support management in our voting.

We were not able to answer LEA 18.3 as we do not have easy way to collate the number of ballot items voted against management with the number of companies engaged overall by the dialogue program. However, we do engage companies post-vote to explain how we voted and to encourage them to adopt stronger governance practices. Because of the number of votes we cast against management, it would be infeasible to engage all of the companies where we voted against management, so we take a more directed approach and engage our significant holdings or focus on companies where we had significant governance concerns.

All companies can access our vote decision and rationale through our public voting database.


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]

We consider votes against management to be one of the various tools we can use to express our level of satisfaction. In some cases the vote against is the escalation of a dialogue that is not advancing - for example, we may vote against directors when they have failed in oversight of a critical ESG concern and the company is not responding to dialogue. In this case the vote against directors is the escalation strategy itself - and if dialogue with senior management has stalled, applying pressure to the board is another angle to apply pressure on the company. In other cases we initiate dialogue as a result of a vote against - for example, we have concerns about the composition of the board put forward for election at the AGM, vote against specific nominees and reach out to the company to explain the vote against. Diversity engagement is often initiated by our proxy voting program, and we use the vote against management as the jumping off point to begin the dialogue. However, we do not escalate every dialogue based on a vote against management - this would be impractical considering the number of votes we cast against management.


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.

6 Total number

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

Went to vote
50 %
Were withdrawn due to changes at the company and/or negotiations with the company
50 %
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%
50-20%
<20%

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

Note that at the time of filling out the PRI report, only one of the three resolutions that were not withdrawn had been put to a vote. The other two had still not been voted.

Alphabet: We co-filed a resolution asking the company to develop board oversight of human rights issues. Our concerns stemmed from serious risks the company faces in regard to privacy, the use of AI, and freedom of expression. It has not been voted on yet.

Chevron: We co-filed a resolution with the company asking the company to commission a third party report assessing the effectiveness of Chevron's efforts to prevent, mitigate and remedy human rights concerns. It has not been voted on yet.

BP: We co-filed a resolution with the company asking the company to align its business strategy with the goals of the Paris Accord. The company supported the proposal and it passed with 99% support.

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

Our principles for reviewing shareholder proposals are set out in our proxy voting guidelines. Proposals are evaluated on a case-by-case basis, considering the following principles.

The following are considerations to vote for a shareholder proposal.

  • The proposal addresses a clear risk or opportunity for the long-term sustainable value of the company (for example, demonstrated by controversies, litigation, fines, or research by reputable sources).
  • The proposal supports values to which we are committed (such as international standards, norms, conventions, and fundamental rights that we endorse).
  • The proposal will enhance disclosure on key issues allowing us to better assess the company’s exposure to risk and opportunities.
  • The company’s current response to the issue raised in the proposal makes it an outlier compared to peers.
  • The company’s rebuttal of the proposal is unconvincing.
  • The proponent has made good faith offers to engage the company on the issue, but the company has refused to engage, or it has not been possible to reach a withdrawal agreement.

20.7. Additional information. [Optional]

Note that we see filing a resolution (with the exception of management-supported resolutions) as a tool to move a stalled dialogue forward. Generally speaking, we do not initiate a dialogue through the filing of a resolution but instead seek to engage the company in dialogue first. Where that dialogue comes to an impasse, or where the company refuses to engage, we file a resolution. As a result, we do not find ourselves filing many resolutions in a given year in large part because companies have become quite responsive to our engagement, thus making the need for filing a resolution moot.


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.

ESG Topic
Executive Remuneration
Conducted by
Objectives

Excessive and Inequitable Compensation

In evaluating executive compensation, we look for:

  • a quantum of pay that is enough to retain and motivate talented executives of high integrity, but is not excessive or inequitable;
  • clear linkage of pay to performance against the company’s strategic objectives based on financial, environmental and social metrics of long-term value;
  • good structure and disclosure that allows shareholders to make informed decisions on pay and allows stakeholders to understand the board’s compensation decision-making process;
  • adoption of generally-accepted compensation good governance practices.

To address excessive executive compensation in North American markets, our guidelines include a cap on the level of compensation that we can support, tied to median household income in the market.

Scope and Process

Details of the excessive compensation guideline can be found on our website:

https://www.neiinvestments.com/pages/responsible-investing/esg-difference/proxy-voting/ 

If CEO total compensation falls in the quantum range of concern, in principle we will vote against the compensation package unless we find evidence of internal equitable compensation practices intended to ensure that employees across the whole company enjoy excellent pay and conditions. Equitable compensation practices could include efforts by the compensation committee to tie executive pay to pay across the broader workforce, such as the use of various types of vertical metrics in setting compensation.

If CEO total compensation exceeds the quantum range of concern, we will vote against the compensation package. We will also vote against the incumbent members of the compensation committee if there are no equitable compensation practices in place. We used the excessive compensation rationale to vote against pay packages and/or directors at close to 50 companies in 2019.

Several Canadian companies have adopted vertical compensation metrics in response to our engagement.

Outcomes
ESG Topic
Diversity
Conducted by
Objectives

Enhancing Board Diversity

We believe that improved representation of women and minorities on the boards of listed companies is both in the interests of corporate performance and a matter of social justice.  Our objective is that all companies in our holdings should have boards that are diverse from both an identity perspective and in terms of expertise to oversee the full range of material issues facing the company, including ESG issues. Specifically, we wish to see companies nominate or at least set targets for at least 30% each of female and male nominees to the board.

Scope and Process

We have long voted against nominating committee members at Canadian companies where there is no gender diversity on the board, and for the past four years we have prioritized proxy feedback to these companies, sharing detailed perspectives with the boards on good practices in board diversity. Among large-cap Canadian companies in our holdings, in 2018 so few companies remained with no women on the board that for 2019 we have raised our expectations for board diversity at these companies: we now expect them to nominate at least two women to the board.

A number of the companies we have engaged on the topic of diversity have improved their performance and either nominated women to the board or revised their diversity policy to include targets.

Outcomes
ESG Topic
Human rights|Pollution|Health and Safety|Water risks|Labour practices and supply chain management|Anti-bribery and corruption|Deforestation
Conducted by
Objectives

OECD Due Diligence

We draw on established norms to define our approach to responsible investment, including the UN Guiding Principles on Business and Human Rights and the OECD Guidelines, a corporate responsibility standard endorsed by the Government of Canada.

We have been working to integrate the OECD Guidelines on Responsible Business Conduct for Institutional Investors guidance to our practices, including proxy voting. The guidance calls on institutional investors to undertake due diligence and exercise leverage to prevent or mitigate adverse impacts by investee companies in relation to human rights and labour rights, the environment and corruption.

Scope and Process

We withhold or vote against a director nominee who serves as the incumbent chair of the committee responsible for corporate responsibility issues at a company that has failed to address a significant ESG concern and has not responded to engagement. (Where no such committee exists, we may withhold from the chair of the board.)

We may withhold or vote against the entire board if the board has failed to address very significant environmental or social concerns that pose material risk to the value of the company.

Outcomes
ESG Topic
Climate Change
Conducted by
Objectives

Considered Voting on Climate Proposals

We support shareholder proposals on environmental and social issues that we believe to be in the best long-term interests of stakeholders, including shareholders and the corporation. The range of topics that may be raised through environmental and social shareholder proposals is so wide and so fast-changing that it is no longer practical to set out specific guidelines in this area. We vote these proposals on a case-by-case basis, looking for direction to:

  • our basic principles for assessing shareholder proposals (see LEA 20.6 for details);
  • our ESG Program criteria and corporate engagement goals and objectives;
  • our commitments to support specific conventions, norms, standards and initiative.

In relation to climate-related shareholder proposals, sources of direction include the recommendations of the Taskforce on Climate-related Financial Disclosure, the Climate Action 100+ collaborative engagement and ESG program objectives relating to a socially-just, well-managed transition to a low-carbon economy.

Scope and Process

We vote climate-related shareholder proposals on a case-by-case basis, considering each proposal on its merits. Over the past three years we have voted for around 75% of climate change proposals, abstained/withheld around 15% and voted against about 10% where we felt the proposal was moot or poorly-targeted or we did not agree with the proponent's proposed approach to tackling climate risk at the company.

Outcomes

21.2. Additional information. [Optional]


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