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AXA Investment Managers

PRI reporting framework 2020

Basic information [OO 01 - 09] Asset class implementation gateway indicators [OO 10 - 12] Peering questions [OO LE 01 - HF 01]

Strategy and Governance

Investment policy [SG 01 - 04] Objectives and strategies [SG 05 - 06] Governance and human resources [SG 07 - 08] Promoting responsible investment [SG 09 - 11] Outsourcing to fiduciary managers and investment consultants [SG 12] ESG issues in asset allocation [SG 13 - 15] Asset class implementation not reported in other modules [SG 16 - 17] Innovation [SG 18] Communication [SG 19]

Direct - Listed Equity Incorporation

ESG incorporation in actively managed listed equities [LEI 01 - 10] Implementation processes [LEI 01 - 10] (A) Implementation: Screening [LEI 04 - 06] (B) Implementation: Thematic [LEI 07] (C) Implementation: Integration of ESG factors [LEI 08 - 10] Outputs and outcomes [LEI 12 - 13]

Direct - Listed Equity Active Ownership

Overview [LEA 01] Engagement [LEA 02 - 08] Outputs and outcomes [LEA 09 - 11]

Direct - Fixed Income

ESG incorporation in actively managed fixed income [FI 01 - 12] Implementation processes [FI 01 - 03] (A) Implementation: Screening [FI 04 - 06] (B) Implementation: Thematic [FI 07 - 09] (C) Implementation: Integration [FI 10 - 12] Fixed income - Engagement [FI 14 - 16] Outputs and outcomes [FI 17 - 18]

Direct - Property

Overview [PR 01] Fundraising of property funds [PR 02 - 03] Pre-investment (selection) [PR 04 - 06] Selection, appointment and monitoring third-party property managers [PR 07] Post-investment (monitoring and active ownership) [PR 08 - 14] Overview [PR 08] Property monitoring and management [PR 09 - 10] Property developments and major renovations [PR 11] Occupier engagement [PR 12 - 13] Community engagement [PR 14] Outputs and outcomes [PR 15 - 16]

Direct - Infrastructure

Overview [INF 01 - 02] Fundraising of infrastructure funds [INF 03 - 04] Pre-Investment (Selection) [INF 05 - 09] Post-investment (monitoring and active ownership) [INF 11 - 16] Overview [INF 11] Infrastructure Monitoring and Operations [INF 12 - 14] Infrastructure Maintenance [INF 15] Outputs and outcomes [INF 17 - 18] Communication [INF 19]

Confidence building measures

Confidence building measures [CM1 01 - 07]

Export Public Responses

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

We use our own research or voting team and make voting decisions without the use of service providers.

We hire service providers who make voting recommendations and/or provide research that we use to guide our voting decisions.

We hire service providers who make voting decisions on our behalf, except in some pre-defined scenarios where we review and make voting decisions.

Based on

The service-provider voting policy we sign off on

Our own voting policy

Our clients` requests or policies

Other (explain)

We hire service providers who make voting decisions on our behalf.

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.

As standard, we systematically review our voting instructions prior to company AGMs and EGMs. In addition, we have a number of checks in place prior to voting at companies of strategic importance, or where we hold a significant proportion of the issued share capital.

The Corporate Governance Committee has the sole responsibility for taking voting decisions on behalf of clients who have given AXA IM full discretion to vote. Voting decisions are taken prior to any reference or discussions with clients who have not delegated voting rights to the Corporate Governance Committee or have their own Policy. This is to ensure that decisions are free from outside influence.

In addition, where potential conflicts of interests have been identified, recommendations to vote in support of management resolutions contrary to our regular Policy position will be escalated to the Corporate Governance Committee. Any decision by the Committee to vote contrary to the Policy position in these cases will be supported by a written record and, where appropriate, will be notified to the relevant local internal governance committee and/or Compliance Department.

12.3. Additional information.[Optional]

Our Policy has been transposed into custom voting guidelines for relevant markets and it is these guidelines that form the basis of any voting recommendations made by our service provider. We then review the recommendations to ensure that they are aligned with our Policy and our views of the company.

We have a process for reviewing recommendations based on our holdings in the company; engagement done with the company, and the voting issue. In addition, where we are privy to material information not apparent to our service provider, we would take this information into consideration when making an informed voting decision.

We have also identified a list of companies where we have potential conflicts. In these cases, we will not support management contrary to our voting policy unless the Corporate Governance Committee affirms and record such decisions.

LEA 13. Percentage of voting recommendations reviewed

13.1. Of the voting recommendations that your service provider made in the reporting year, indicate the percentage that was reviewed by your organisation, giving the reasons.

Percentage of voting recommendations your organisation reviewed

100-75%,

74-50%,

49-25%,

24-1%

None

Reasons for review

Specific environmental and/or social issues

Votes concerning significant holdings

Votes against management and/or abstentions

Conflicts of interest

Corporate action, such as M&As, disposals, etc.

Votes concerning companies with which we have an active engagement

Client requests

Ad-hoc oversight of service provider

Shareholder resolutions

Share blocked securities

Other (explain)

13.2. Additional information. [Optional]

We review the recommendations provided by our service provider based on our custom voting guidelines for relevant markets diligently to ensure that they are aligned with our Policy and our views of the company.

We have a process for reviewing recommendations based on our holdings in the company; engagement done with the company, and the voting issue.

Similarly we would review corporate actions to ensure that these take account of prevailing fund manager views at the time. Similarly we review where we have significant holdings or where we are voting against management on specific environmental or social issues.

Finally, we review companies we have engaged with as part of our thematic focus on key topics such as climate change, biodiversity, human capital and public health

LEA 14. Securities lending programme

14.1. Does your organisation have a securities lending programme?

Yes

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

We recall all securities for voting on all ballot items

We maintain some holdings, so that we can vote at any time

We systematically recall some securities so that we can vote on their ballot items (e.g., in line with specific criteria)

We recall some securities so that we can vote on their ballot items on an ad-hoc basis

We empower our securities-lending agent to decide when to recall securities for voting purposes

We do not recall our securities for voting purposes

Other (specify)

14.4. Additional information. [Optional]

A number of clients have decided to participate in stock lending programmes. Stock lending aids market liquidity and allows clients to maximise revenues from their holdings. However, the attendant transfer of voting rights along with the lent shares means that additional scrutiny is required to ensure that lent shares are not put to purposes that are detrimental to the long-term interests of the shareowner. Shares will not be lent where the objective of such activities is to vote at general meetings.

We will recall shares in advance of general meetings in the following circumstances:

› where we wish to register our full voting interests, even if the issues are not deemed to be controversial;

› where we have engaged or are engaging actively with a company;

› where companies are seeking shareholder approval for transformational transactions such as mergers and acquisitions, face hostile actions including takeover bids, where shareholders have requisitioned general meetings or put items on the agenda which we consider to be detrimental to our interests or where we wish to support such items; or

› where the issue at stake represents a serious threat to shareholder rights or interests.

From 2020, AXA IM intends to recall shares in advance of general meetings to exercise our full voting rights for open ended funds and mandates.

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.

100%

99-75%

74-50%

49-25%

24-1%

Neither we nor our service provider(s) raise concerns with companies ahead of voting

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

Vote(s) concerned selected markets

Vote(s) concerned selected sectors

Vote(s) concerned certain ESG issues

Vote(s) concerned companies exposed to controversy on specific ESG issues

Vote(s) concerned significant shareholdings

Client request

Other

15.3. Additional information. [Optional]

Should we be highlighting concerns with respect to companies where we might have a significant shareholding or companies within a certain sector/market we are engaging with respect to ESG issues, we would raise our concerns with the company prior to voting.

This has on occasion led to a change or a withdrawal of the issue highlighted, and on other occasions has not resulted in any actions being taken by the company. However, we would continue to engage with the company in order to address our concerns so as to effect change going forward.

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.

100%

99-75%

74-50%

49-25%

24-1%

We do not communicate the rationale to companies

Not applicable because we and/or our service providers did not abstain or vote 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.

Yes

16.4. Additional information. [Optional]

We disclose our voting records publicly on our website, along with the rationale for voting against. This means that companies are aware of our vote against as well as any rationale for doing so.

In addition, we may communicate with companies further on our decision to vote against as well as any steps needing to be taken to address concerns and alleviate any of the issues identified.

These may be companies where we have significant holdings, or companies within selected markets or industries or where we have been engaging long term with the company on material ESG issues.

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.

We do track or collect this information

Votes cast (to the nearest 1%)

98 %

Specify the basis on which this percentage is calculated

Of the total number of ballot items on which you could have issued instructions

Of the total number of company meetings at which you could have voted

Of the total value of your listed equity holdings on which you could have voted

We do not track or collect this information

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

Shares were blocked

Notice, ballots or materials not received on time

Missed deadline

Geographical restrictions (non-home market)

Cost

Conflicts of interest

Holdings deemed too small

Administrative impediments (e.g., power of attorney requirements, ineligibility due to participation in share placement)

Client request

Other (explain)

17.3. Additional information. [Optional]

We exclude voting at meetings which will result in the blocking of shares or where there are other impediments to the exercise of shareholders' voting rights.

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.

Yes, we track this information

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	54 %
Against (opposing) management recommendations	46 %
Abstentions	0 %

100%

No, we do not track this information

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]

As noted above we take into consideration a number of factors prior to voting against management. These include any engagement we have undertaken with the company in relation to issues as well as any commitment given by the company, the alignment of the company with our publically published corporate governance voting policy, the recommendation provided by our service providers, the views of the investment managers holding in the respective companies, and the views of our corporate governance committee.

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.

Yes

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

Contacting the company’s board

Contacting the company’s senior management

Issuing a public statement explaining the rationale

Initiating individual/collaborative engagement

Directing service providers to engage

Reducing exposure (holdings) / divestment

Other

19.3. Additional information. [Optional]

As noted elsewhere, we take into consideration a number of factors prior to voting against management.

Should there be no change made by the company we follow a number of different escalation strategies depending on the issue at hand. These can include contacting the company’s board or senior management. In addition, it may be that the company has not taken into consideration an issue where an overwhelming majority of votes cast were against management or where a significant minority is not supporting management and the company has made no attempt to alleviate concerns. In these cases, we may initiate individual engagement with the company or in some cases may even consider utilising collaborative engagement.

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.

Yes

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

1 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%

50-20%

<20%

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

Climate disclosure and strategy are constantly under the microscope for companies in the oil and gas industry, due to the risks and opportunities for their business models. At BP’s 2019 AGM we co-filed a shareholder resolution around climate disclosure along with a consortium of shareholders coordinated by Climate Action 100+. This built on a previous shareholder resolution filed in 2015 – which passed – around the company’s

management of climate change-related risks and opportunities.

The 2019 resolution called on the company to disclose how its capital expenditure aligns with the Paris Agreement goals, metrics and targets over the short, medium, and long term, and to provide progress reports on an annual basis. The resolution was supported with 99% of votes cast in favour – the company’s management also recommended shareholders support the resolution. Investors who are part of Climate Action 100+ are closely monitoring the progress being made by the company in meeting the resolution’s requests.

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

We regularly review ESG shareholder resolutions that have been filed by other investors so as to ensure that we continue to remain fully supportive of shareholder proposals that align with our views.

We are supportive of shareholder resolutions which align with our stated aims within the corporate governance policy and ensure that where these resolutions have been proposed we are supportive. In addition, we would follow up periodically to ensure that companies are acting on shareholder resolutions that have received majority shareholder support.

In addition, where we see a shareholder resolution which aligns with AXA IM’s interests as well as the interest of all shareholders, we may predeclare our support for the proposed resolution.

20.7. Additional information. [Optional]

We continue to remain active in the space of filing and co-filing shareholder resolutions. Indeed, we filed or co-filed shareholder resolutions since 2016.

For 2019, some companies which were reviewed and were a target for filing of shareholder resolutions, we engaged with either individually or as part of a collaborative group of investors, and enough progress was made or the company committed to making enough of the changes demanded that we did not feel it appropriate to file or co-file at the time but rather a decision was taken to review any progress the company made and should these not be in line with our expectations or the expectations of the collaborative investors, that a shareholder resolution would be filed at the next available opportunity.

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.

Add Example 1

ESG Topic	Company leadership issues Executive Remuneration Climate Change Human rights Company leadership issues Pollution General ESG Diversity Shareholder rights Health and Safety Sustainability reporting Water risks Labour practices and supply chain management Anti-bribery and corruption Deforestation Aggressive tax planning Cyber security Political spending / lobbying Other governance Plastics Other
Conducted by
Objectives	To mitigate risk of a concentration of power in combined CEO/Chairman Position
Scope and Process	Meetings with company Review by CG Committee Voted against Ch/CEO. Company announced plans to split roles
Outcomes

Add Example 2

ESG Topic	Climate Change Executive Remuneration Climate Change Human rights Company leadership issues Pollution General ESG Diversity Shareholder rights Health and Safety Sustainability reporting Water risks Labour practices and supply chain management Anti-bribery and corruption Deforestation Aggressive tax planning Cyber security Political spending / lobbying Other governance Plastics Other
Conducted by
Objectives	Support climate change related shareholder resolutions
Scope and Process	Decision by CG Committee Transposed into voting guidelines Voted in favour of climate change resolutions at General Meetings globally
Outcomes

Add Example 3

ESG Topic	Other Executive Remuneration Climate Change Human rights Company leadership issues Pollution General ESG Diversity Shareholder rights Health and Safety Sustainability reporting Water risks Labour practices and supply chain management Anti-bribery and corruption Deforestation Aggressive tax planning Cyber security Political spending / lobbying Other governance Plastics Other specify
Conducted by
Objectives	To change the leadership of the company for the Chairman succession
Scope and Process	Decision by CG Committee Meetings with Company representative Company has announced timetable for appointing a new Chairman
Outcomes

Add Example 4

ESG Topic	Other Executive Remuneration Climate Change Human rights Company leadership issues Pollution General ESG Diversity Shareholder rights Health and Safety Sustainability reporting Water risks Labour practices and supply chain management Anti-bribery and corruption Deforestation Aggressive tax planning Cyber security Political spending / lobbying Other governance Plastics Other specify
Conducted by
Objectives	In term of social conduct, we wanted to take account of regulatory issues and conduct fines or sanctions in reaching voting decisions for companies in the Banking sector following royal commission review in Australia
Scope and Process	Decision by CG Committee Engagement with relevant companies Voted against remuneration-related resolutions and certain directors in companies in the banking sector where appropriate accountability was not taken.
Outcomes

Add Example 5

ESG Topic	Company leadership issues Executive Remuneration Climate Change Human rights Company leadership issues Pollution General ESG Diversity Shareholder rights Health and Safety Sustainability reporting Water risks Labour practices and supply chain management Anti-bribery and corruption Deforestation Aggressive tax planning Cyber security Political spending / lobbying Other governance Plastics Other
Conducted by
Objectives	To mitigate risk of a concentration of power in combined CEO/Chairman Positon
Scope and Process	Meetings with company Review by CG Committee Voted against Ch/CEO. Company announced plans to split roles
Outcomes

Add Example 6

Add Example 7

Add Example 8

Add Example 9

Add Example 10

21.2. Additional information. [Optional]

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