Reo@ Voting Report
The SEI European ex-U.K. Equity Fund
VOTING RECORDS
FROM:01/07/2019 TO: 30/09/2019
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Date range covered: 07/01/2019 to 09/30/2019
Banco Santander SA
Meeting Date: 07/22/2019 Country: Spain
Meeting Type: Special Ticker: SAN
Primary ISIN: ES0113900J37 Primary SEDOL: 5705946
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Issuance of Shares in Connection with Acquisition of Shares of Banco Santander Mexico SA, Institucion de Banca Multiple, Grupo Financiero Santander Mexico
1
Mgmt For For Authorize Board to Ratify and Execute Approved Resolutions
2
Colruyt SA
Meeting Date: 09/25/2019 Country: Belgium
Meeting Type: Annual Ticker: COLR
Primary ISIN: BE0974256852 Primary SEDOL: 5806225
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt For For Receive and Approve Directors' and Auditors'
Reports, and Report of the Works Council 1
Mgmt Against For Approve Remuneration Report 2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.Finally, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Mgmt For For Adopt Financial Statements 3a
Mgmt For For Accept Consolidated Financial Statements 3b
Mgmt For For Approve Dividends of EUR 1.31 Per Share 4
Mgmt For For Approve Allocation of Income 5
Mgmt For For Approve Profit Participation of Employees Through Allotment of Repurchased Shares of Colruyt
6
Mgmt For For Approve Co-optation of Fast Forward Services BVBA, Permanently Represented by Rika Coppens, as Independent Director
7
Page 1 of 13
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Date range covered: 07/01/2019 to 09/30/2019
Colruyt SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect 7 Capital SPRL, Permanently Represented by Chantal De Vrieze, as Independent Director
8
Mgmt For For Ratify Ernst & Young as Auditors 9
Mgmt For For Approve Discharge of Directors 10
Mgmt For For Approve Discharge of Auditors 11
Mgmt Transact Other Business 12
Compagnie Financiere Richemont SA
Meeting Date: 09/11/2019 Country: Switzerland
Meeting Type: Annual Ticker: CFR
Primary ISIN: CH0210483332 Primary SEDOL: BCRWZ18
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Allocation of Income and Dividends of CHF 2.00 per Registered A Share and CHF 0.20 per Registered B Share
2
Mgmt For For Approve Discharge of Board and Senior Management
3
Mgmt Against For Reelect Johann Rupert as Director and Board Chairman
4.1
Voter Rationale: Votes AGAINST the non-independent nominees Johann Rupert, Josua Malherbe, Nikesh Arora, Nicolas Bos, Jean-Blaise Eckert, Burkhart Grund, Sophie Guieysse, Ruggero Magnoni, Alan Quasha, Anton Rupert, Jan Rupert, Gary Saage, and Cyrille Vigneron are warranted because of the failure to establish a sufficiently independent board.A vote AGAINST Josua Malherbe is further warranted because he is non-independent and is currently the chairman of the audit committee.A vote AGAINST Johann Rupert is also warranted because he holds an excessive number of mandates at listed companies.
Mgmt Against For Reelect Josua Malherbe as Director 4.2
Voter Rationale: Votes AGAINST the non-independent nominees Johann Rupert, Josua Malherbe, Nikesh Arora, Nicolas Bos, Jean-Blaise Eckert, Burkhart Grund, Sophie Guieysse, Ruggero Magnoni, Alan Quasha, Anton Rupert, Jan Rupert, Gary Saage, and Cyrille Vigneron are warranted because of the failure to establish a sufficiently independent board.A vote AGAINST Josua Malherbe is further warranted because he is non-independent and is currently the chairman of the audit committee.A vote AGAINST Johann Rupert is also warranted because he holds an excessive number of mandates at listed companies.
Mgmt Against For Reelect Nikesh Arora as Director 4.3
Voter Rationale: Votes AGAINST the non-independent nominees Johann Rupert, Josua Malherbe, Nikesh Arora, Nicolas Bos, Jean-Blaise Eckert, Burkhart Grund, Sophie Guieysse, Ruggero Magnoni, Alan Quasha, Anton Rupert, Jan Rupert, Gary Saage, and Cyrille Vigneron are warranted because of the failure to establish a sufficiently independent board.A vote AGAINST Josua Malherbe is further warranted because he is non-independent and is currently the chairman of the audit committee.A vote AGAINST Johann Rupert is also warranted because he holds an excessive number of mandates at listed companies.
Page 2 of 13
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Date range covered: 07/01/2019 to 09/30/2019
Compagnie Financiere Richemont SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Nicolas Bos as Director 4.4
Voter Rationale: Votes AGAINST the non-independent nominees Johann Rupert, Josua Malherbe, Nikesh Arora, Nicolas Bos, Jean-Blaise Eckert, Burkhart Grund, Sophie Guieysse, Ruggero Magnoni, Alan Quasha, Anton Rupert, Jan Rupert, Gary Saage, and Cyrille Vigneron are warranted because of the failure to establish a sufficiently independent board.A vote AGAINST Josua Malherbe is further warranted because he is non-independent and is currently the chairman of the audit committee.A vote AGAINST Johann Rupert is also warranted because he holds an excessive number of mandates at listed companies.
Mgmt For For Reelect Clay Brendish as Director 4.5
Mgmt Against For Reelect Jean-Blaise Eckert as Director 4.6
Voter Rationale: Votes AGAINST the non-independent nominees Johann Rupert, Josua Malherbe, Nikesh Arora, Nicolas Bos, Jean-Blaise Eckert, Burkhart Grund, Sophie Guieysse, Ruggero Magnoni, Alan Quasha, Anton Rupert, Jan Rupert, Gary Saage, and Cyrille Vigneron are warranted because of the failure to establish a sufficiently independent board.A vote AGAINST Josua Malherbe is further warranted because he is non-independent and is currently the chairman of the audit committee.A vote AGAINST Johann Rupert is also warranted because he holds an excessive number of mandates at listed companies.
Mgmt Against For Reelect Burkhart Grund as Director 4.7
Voter Rationale: Votes AGAINST the non-independent nominees Johann Rupert, Josua Malherbe, Nikesh Arora, Nicolas Bos, Jean-Blaise Eckert, Burkhart Grund, Sophie Guieysse, Ruggero Magnoni, Alan Quasha, Anton Rupert, Jan Rupert, Gary Saage, and Cyrille Vigneron are warranted because of the failure to establish a sufficiently independent board.A vote AGAINST Josua Malherbe is further warranted because he is non-independent and is currently the chairman of the audit committee.A vote AGAINST Johann Rupert is also warranted because he holds an excessive number of mandates at listed companies.
Mgmt Against For Reelect Sophie Guieysse as Director 4.8
Voter Rationale: Votes AGAINST the non-independent nominees Johann Rupert, Josua Malherbe, Nikesh Arora, Nicolas Bos, Jean-Blaise Eckert, Burkhart Grund, Sophie Guieysse, Ruggero Magnoni, Alan Quasha, Anton Rupert, Jan Rupert, Gary Saage, and Cyrille Vigneron are warranted because of the failure to establish a sufficiently independent board.A vote AGAINST Josua Malherbe is further warranted because he is non-independent and is currently the chairman of the audit committee.A vote AGAINST Johann Rupert is also warranted because he holds an excessive number of mandates at listed companies.
Mgmt For For Reelect Keyu Jin as Director 4.9
Mgmt For For Reelect Jerome Lambert as Director 4.10
Mgmt Against For Reelect Ruggero Magnoni as Director 4.11
Voter Rationale: Votes AGAINST the non-independent nominees Johann Rupert, Josua Malherbe, Nikesh Arora, Nicolas Bos, Jean-Blaise Eckert, Burkhart Grund, Sophie Guieysse, Ruggero Magnoni, Alan Quasha, Anton Rupert, Jan Rupert, Gary Saage, and Cyrille Vigneron are warranted because of the failure to establish a sufficiently independent board.A vote AGAINST Josua Malherbe is further warranted because he is non-independent and is currently the chairman of the audit committee.A vote AGAINST Johann Rupert is also warranted because he holds an excessive number of mandates at listed companies.
Mgmt For For Reelect Jeff Moss as Director 4.12
Mgmt For For Reelect Vesna Nevistic as Director 4.13
Mgmt For For Reelect Guillaume Pictet as Director 4.14
Mgmt Against For Reelect Alan Quasha as Director 4.15
Voter Rationale: Votes AGAINST the non-independent nominees Johann Rupert, Josua Malherbe, Nikesh Arora, Nicolas Bos, Jean-Blaise Eckert, Burkhart Grund, Sophie Guieysse, Ruggero Magnoni, Alan Quasha, Anton Rupert, Jan Rupert, Gary Saage, and Cyrille Vigneron are warranted because of the failure to establish a sufficiently independent board.A vote AGAINST Josua Malherbe is further warranted because he is non-independent and is currently the chairman of the audit committee.A vote AGAINST Johann Rupert is also warranted because he holds an excessive number of mandates at listed companies.
Mgmt For For Reelect Maria Ramos as Director 4.16
Page 3 of 13
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Date range covered: 07/01/2019 to 09/30/2019
Compagnie Financiere Richemont SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Anton Rupert as Director 4.17
Voter Rationale: Votes AGAINST the non-independent nominees Johann Rupert, Josua Malherbe, Nikesh Arora, Nicolas Bos, Jean-Blaise Eckert, Burkhart Grund, Sophie Guieysse, Ruggero Magnoni, Alan Quasha, Anton Rupert, Jan Rupert, Gary Saage, and Cyrille Vigneron are warranted because of the failure to establish a sufficiently independent board.A vote AGAINST Josua Malherbe is further warranted because he is non-independent and is currently the chairman of the audit committee.A vote AGAINST Johann Rupert is also warranted because he holds an excessive number of mandates at listed companies.
Mgmt Against For Reelect Jan Rupert as Director 4.18
Voter Rationale: Votes AGAINST the non-independent nominees Johann Rupert, Josua Malherbe, Nikesh Arora, Nicolas Bos, Jean-Blaise Eckert, Burkhart Grund, Sophie Guieysse, Ruggero Magnoni, Alan Quasha, Anton Rupert, Jan Rupert, Gary Saage, and Cyrille Vigneron are warranted because of the failure to establish a sufficiently independent board.A vote AGAINST Josua Malherbe is further warranted because he is non-independent and is currently the chairman of the audit committee.A vote AGAINST Johann Rupert is also warranted because he holds an excessive number of mandates at listed companies.
Mgmt Against For Reelect Gary Saage as Director 4.19
Voter Rationale: Votes AGAINST the non-independent nominees Johann Rupert, Josua Malherbe, Nikesh Arora, Nicolas Bos, Jean-Blaise Eckert, Burkhart Grund, Sophie Guieysse, Ruggero Magnoni, Alan Quasha, Anton Rupert, Jan Rupert, Gary Saage, and Cyrille Vigneron are warranted because of the failure to establish a sufficiently independent board.A vote AGAINST Josua Malherbe is further warranted because he is non-independent and is currently the chairman of the audit committee.A vote AGAINST Johann Rupert is also warranted because he holds an excessive number of mandates at listed companies.
Mgmt Against For Reelect Cyrille Vigneron as Director 4.20
Voter Rationale: Votes AGAINST the non-independent nominees Johann Rupert, Josua Malherbe, Nikesh Arora, Nicolas Bos, Jean-Blaise Eckert, Burkhart Grund, Sophie Guieysse, Ruggero Magnoni, Alan Quasha, Anton Rupert, Jan Rupert, Gary Saage, and Cyrille Vigneron are warranted because of the failure to establish a sufficiently independent board.A vote AGAINST Josua Malherbe is further warranted because he is non-independent and is currently the chairman of the audit committee.A vote AGAINST Johann Rupert is also warranted because he holds an excessive number of mandates at listed companies.
Mgmt For For Reappoint Clay Brendish as Member of the
Compensation Committee 5.1
Mgmt For For Reppoint Keyu Jin as Member of the
Compensation Committee 5.2
Mgmt For For Reappoint Guillaume Pictet as Member of the
Compensation Committee 5.3
Mgmt For For Reappoint Maria Ramos as Member of the
Compensation Committee 5.4
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 6
Mgmt For For Designate Etude Gampert & Demierre as
Independent Proxy 7
Mgmt For For Approve Remuneration of Directors in the
Amount of CHF 9.2 Million 8.1
Mgmt For For Approve Fixed Remuneration of Executive
Committee in the Amount of CHF 15.8 Million 8.2
Mgmt For For Approve Variable Remuneration of Executive
Committee in the Amount of CHF 19.1 Million 8.3
Mgmt Against For Transact Other Business (Voting) 9
Voter Rationale: A vote AGAINST is warranted because: This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Page 4 of 13
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Date range covered: 07/01/2019 to 09/30/2019
DSV A/S
Meeting Date: 09/24/2019 Country: Denmark
Meeting Type: Special Ticker: DSV
Primary ISIN: DK0060079531 Primary SEDOL: B1WT5G2
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Change Company Name to DSV Panalpina A/S; Add DSV A/S as Secondary Name
Mgmt For For
Mgmt For For Elect Beat Walti as New Director 2
Mgmt Against For Approve Creation of DKK 48.3 Million Pool of Capital without Preemptive Rights
3
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Approve DKK 6.5 Million Reduction in Share Capital via Share Cancellation
4
Mgmt For For Amend Articles Re: In Addition to Danish, Make English Corporate Language
5
Mgmt For For Amend Articles Re: General Meetings Can be Held in Danish or English; Documents in Connection with General Meetings and Company Announcements will be in English Only
6
Elekta AB
Meeting Date: 08/22/2019 Country: Sweden
Meeting Type: Annual Ticker: EKTA.B
Primary ISIN: SE0000163628 Primary SEDOL: B0M42T2
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive Financial Statements and Statutory
Reports 7
Page 5 of 13
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Date range covered: 07/01/2019 to 09/30/2019
Elekta AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Receive President's Report 8
Mgmt For For Accept Financial Statements and Statutory
Reports 9
Mgmt For For Approve Allocation of Income and Dividends of
SEK 1.80 Per Share 10
Mgmt For For Approve Discharge of Board and President 11
Mgmt Receive Nominating Committee's Report 12
Mgmt For For Determine Number of Members (8) and Deputy
Members (0) of Board 13
Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of SEK 5.1 Million; Approve Remuneration of Auditors
14
Mgmt For For Reelect Laurent Leksell, Caroline Leksell Cooke, Johan Malmqvist, Tomas Puusepp, Wolfgang Reim, Jan Secher, Birgitta Stymne Goransson and Cecilia Wikstrom as Directors
15
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Ratify Ernst & Young as Auditors 16
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
17
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.
Mgmt For For Approve Performance Share Plan 2019 18.a
Mgmt For For Approve Equity Plan Financing 18.b
Mgmt Against For Approve Equity Plan Financing of 2017 and 2018 Performance Share Plans
19
Voter Rationale: Capital issuance authority should be for share plans that incentivise long-term value creation.
Mgmt For For Authorize Share Repurchase Program 20.a
Mgmt For For Authorize Reissuance of Repurchased Shares 20.b
Mgmt For For Authorize Chairman of Board and Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee
21
Mgmt Shareholder Proposal Submitted by Thorwald
Arvidsson
SH Against None Eliminate Differentiated Voting Rights 22.a
Voter Rationale: Votes AGAINST these proposals are warranted due to the combined vagueness and prescriptiveness of the proposals and as the proposals ask the board to act outside its mandate.
Page 6 of 13
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Date range covered: 07/01/2019 to 09/30/2019
Elekta AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH Against None Delete Following Paragraphs in Article 5 22.b
Voter Rationale: Votes AGAINST these proposals are warranted due to the combined vagueness and prescriptiveness of the proposals and as the proposals ask the board to act outside its mandate.
SH Against None Convert All Shares of Series A and Series B into Shares without Serial Designation
22.c
Voter Rationale: Votes AGAINST these proposals are warranted due to the combined vagueness and prescriptiveness of the proposals and as the proposals ask the board to act outside its mandate.
SH Against None Instruct Board to Work for the Swedish Companies Act to be Amended so that the Possibility of Differentiation of Voting Rights is Abolished
22.d
Voter Rationale: Votes AGAINST these proposals are warranted due to the combined vagueness and prescriptiveness of the proposals and as the proposals ask the board to act outside its mandate.
SH Against None Instruct Board to Present Proposal to Represent Small and Middle-sized Shareholders in Board and Nominating Committee
22.e
Voter Rationale: A vote AGAINST this proposal is warranted due to the lack of a supporting rationale and as the proposal asks the board to act outside its mandate.
Mgmt Close Meeting 23
Gunnebo AB
Meeting Date: 08/26/2019 Country: Sweden
Meeting Type: Special Ticker: GUNN
Primary ISIN: SE0000195570 Primary SEDOL: B010FR0
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt For For Approve Creation of Pool of Capital with Preemptive Rights
7
Mgmt Close Meeting 8
Page 7 of 13
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Date range covered: 07/01/2019 to 09/30/2019
HORNBACH Holding AG & Co. KGaA
Meeting Date: 07/05/2019 Country: Germany
Meeting Type: Annual Ticker: HBH
Primary ISIN: DE0006083405 Primary SEDOL: BZBWTJ1
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports for Fiscal 2018/19
Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account. Additionally, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.50 per Ordinary Share
2
Mgmt For For Approve Discharge of Personally Liable Partner for Fiscal 2018/2019
3
Mgmt Against For Approve Discharge of Supervisory Board for Fiscal 2018/2019
4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify Deloitte GmbH as Auditors for Fiscal 2019/2020
5
Voter Rationale: We do not currently advocate a specific term limit for auditors, but we are increasingly aware that there is value in gaining new perspectives on finances and controls. Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Livechat Software SA
Meeting Date: 08/07/2019 Country: Poland
Meeting Type: Annual Ticker: LVC
Primary ISIN: PLLVTSF00010 Primary SEDOL: BL0RRT5
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Meeting Chairman 2
Mgmt Acknowledge Proper Convening of Meeting 3
Mgmt For For Elect Members of Vote Counting Commission 4
Mgmt For For Approve Agenda of Meeting 5
Mgmt Receive Financial Statements 6
Page 8 of 13
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Date range covered: 07/01/2019 to 09/30/2019
Livechat Software SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Receive Consolidated Financial Statements 7
Mgmt Receive Management Board Report on
Company's and Group's Operations 8
Mgmt Receive Supervisory Board Report 9
Mgmt For For Approve Financial Statements 10.1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.Furthermore, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Consolidated Financial Statements 10.2
Mgmt For For Approve Management Board Report on Company's and Group's Operations
10.3
Mgmt For For Approve Supervisory Board Report 10.4
Mgmt For For Approve Allocation of Income and Dividends of PLN 1.95 per Share
10.5
Mgmt For For Approve Discharge of Marcin Cieply (CEO) 10.6a
Mgmt For For Approve Discharge of Urszula Jarzebowska (Management Board Member)
10.6b
Mgmt For For Approve Discharge of Maciej Jarzebowski (Supervisory Board Chairman)
10.7a
Mgmt For For Approve Discharge of Michal Markowski (Supervisory Board Member)
10.7b
Mgmt For For Approve Discharge of Marcin Mandziak (Supervisory Board Member)
10.7c
Mgmt For For Approve Discharge of Jakub Sitarz (Supervisory Board Member)
10.7d
Mgmt For For Approve Discharge of Marta Ciepla (Supervisory Board Member)
10.7e
Mgmt Close Meeting 11
Netcompany Group A/S
Meeting Date: 08/20/2019 Country: Denmark
Meeting Type: Special Ticker: NETC
Primary ISIN: DK0060952919 Primary SEDOL: BFYDWS1
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Robbert Kuppens as New Director Mgmt For For
Page 9 of 13
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Date range covered: 07/01/2019 to 09/30/2019
Ubisoft Entertainment SA
Meeting Date: 07/02/2019 Country: France
Meeting Type: Annual/Special Ticker: UBI
Primary ISIN: FR0000054470 Primary SEDOL: B1L3CS6
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Allocation of Income and Absence of Dividends
2
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions
4
Mgmt For For Approve Compensation of Yves Guillemot, Chairman and CEO
5
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Compensation of Claude Guillemot, Vice-CEO
6
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Compensation of Michel Guillemot, Vice-CEO
7
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Compensation of Gerard Guillemot,
Vice-CEO 8
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Compensation of Christian Guillemot,
Vice-CEO 9
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Remuneration Policy for Chairman and CEO
10
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Remuneration Policy for Vice-CEOs 11
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Reelect Virginie Haas as Director 12
Page 10 of 13
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Date range covered: 07/01/2019 to 09/30/2019
Ubisoft Entertainment SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Corinne Fernandez-Handelsman as
Director 13
Mgmt For For Renew Appointment of KPMG SA as Auditor 14
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Acknowledge End of Mandate of KPMG Audit IS SAS as Alternate Auditor and Decision to
Neither Replace Nor Renew
15
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
16
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
17
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 10 Million for Bonus Issue or Increase in
Par Value
18
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 1.45 Million
19
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to
Aggregate Nominal Amount of EUR 850,000
20
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to
Aggregate Nominal Amount of EUR 850,000
21
Mgmt For For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to
Issue Authority without Preemptive Rights
22
Mgmt For For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind
23
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
24
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans (International
Subsidiaries)
25
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans, Reserved for Employees and Corporate Officers of International Subsidiaries (Specific Countries)
26
Mgmt For For Authorize up to 2 Percent of Issued Capital for Use in Restricted Stock Plans
27
Mgmt For For Set Total Limit for Capital Increase to Result from Issuance Requests Under Items 19 to 27
at EUR 4 Million
28
Mgmt For For Amend Article 8 of Bylaws Re: Employee Representative
29
Page 11 of 13
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Date range covered: 07/01/2019 to 09/30/2019
Ubisoft Entertainment SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Amend Article 14 of Bylaws Re: Auditors 30
Mgmt For For Authorize Filing of Required Documents/Other
Formalities 31
Vodafone Group Plc
Meeting Date: 07/23/2019 Country: United Kingdom
Meeting Type: Annual Ticker: VOD
Primary ISIN: GB00BH4HKS39 Primary SEDOL: BH4HKS3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Elect Sanjiv Ahuja as Director 2
Mgmt For For Elect David Thodey as Director 3
Mgmt For For Re-elect Gerard Kleisterlee as Director 4
Mgmt For For Re-elect Nick Read as Director 5
Mgmt For For Re-elect Margherita Della Valle as Director 6
Mgmt For For Re-elect Sir Crispin Davis as Director 7
Mgmt For For Re-elect Michel Demare as Director 8
Mgmt For For Re-elect Dame Clara Furse as Director 9
Mgmt For For Re-elect Valerie Gooding as Director 10
Mgmt For For Re-elect Renee James as Director 11
Mgmt For For Re-elect Maria Amparo Moraleda Martinez as Director
12
Mgmt For For Re-elect David Nish as Director 13
Mgmt For For Approve Final Dividend 14
Mgmt For For Approve Remuneration Report 15
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Appoint Ernst & Young LLP as Auditors 16
Mgmt For For Authorise the Audit and Risk Committee to Fix
Remuneration of Auditors 17
Mgmt For For Authorise Issue of Equity 18
Page 12 of 13
The SEI European ex-U.K. Equity Fund All Votes Report
Vote Summary Report Date range covered: 07/01/2019 to 09/30/2019
Vodafone Group Plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights 19
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
20
Mgmt For For Authorise Market Purchase of Ordinary Shares 21
Mgmt For For Authorise EU Political Donations and
Expenditure 22
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice 23
Page 13 of 13
Time & Life Building
1 Bruton Street
4th Floor
London W1J 6TL
United Kingdom
+44 (0)20 7518 8950
The information, opinions estimates or forecasts contained in this document were obtained from sources
reasonably believed to be reliable and are subject to change at any time. The report reflects voting
instructions given, not votes cast and the information has been provided by an external supplier. BMO
Global Asset Management may from time to time deal in investments that may be mentioned herein on
behalf of their clients. © 2015 BMO Global Asset Management. All rights reserved. BMO Global Asset
Management is a trading name of F&C Management Limited, which is authorised and regulated by the
Financial Conduct Authority.