nest all votes report...vote summary report date range covered: 04/01/2013 to 06/30/2013 nest all...

NEST All Votes Report 01/04/2013 to 30/06/2013

Disclaimer: 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. F&C Group Companies may from time to time deal in investments that may be mentioned herein on behalf of their clients. Issued and approved in the UK by F&C Management Limited Exchange House Primrose Street London EC2A 2NY United Kingdom. Authorised and regulated in the UK by the Financial Services Authority (FSA). F&C, F&C Monogram, FANDC, FandC and fandc are all registered trade marks of F&C Management Limited F&C Management Limited Exchange House Primrose Street London EC2A 2NY United Kingdom Tel: +44 (0) 20 7628 8000 www.fandc.com

Vote Summary Report Date range covered: 04/01/2013 to 06/30/2013

NEST All Votes Report

Amazon.com, Inc.

Meeting Date: 23-May-13 Country: USA

Meeting Type: Annual Ticker: AMZN

ISIN: US0231351067 SEDOL: 2000019

Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt For ForElect Director Jeffrey P. Bezos 1a

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and for preserving accountability.

Mgmt For ForElect Director Tom A. Alberg 1b

Mgmt For ForElect Director John Seely Brown 1c

Mgmt For ForElect Director William B. Gordon 1d

Mgmt For ForElect Director Jamie S. Gorelick 1e

Voter Rationale: We support the re-election of director Gorelick as the governance committee chair. We have a history of engaging management for several years on its approach to sustainability and management of risks associated with climate change, including Amazon.com to set and publicly disclose a greenhouse gas reduction target. The e-commerce business model and innovations in electronic data have some inherently positive environmental attributes, However, the company relies on large fulfillment centers and an extensive distribution and logistics network to deliver its products. Furthermore, the company has no coordinated approach to sustainability and is one of the ten largest companies by market cap to not report to the Carbon Disclosure Project survey. F&C co-filed a shareholder proposal for the 2013 proxy season asking the company to report to shareholders how it is managing risks related to climate change, including physical risk, greenhouse gas emissions, energy use, and renewable energy use. We were pleased to be able to withdraw the proposal in light of the company’s commitment to building internal capacity to address environmental sustainability concerns. We look forward to ongoing dialogue with the company on this issue.

Mgmt For ForElect Director Alain Monie 1f

Mgmt For ForElect Director Jonathan J. Rubinstein 1g

Mgmt Against ForElect Director Thomas O. Ryder 1h

Voter Rationale: Directors whose close family members are employed at the company are not sufficiently independent to serve on key board committees and should be considered affiliated directors.

Mgmt For ForElect Director Patricia Q. Stonesifer 1i

Mgmt For ForRatify Auditors 2

SH For AgainstReport on Political Contributions 3

Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.

Page 1 of 55



Benesse Holdings Inc

Meeting Date: 22-Jun-13 Country: Japan

Meeting Type: Annual Ticker: 9783

ISIN: JP3835620000 SEDOL: 6121927


Vote Instruction

1 Amend Articles To Amend Business Lines Mgmt For For

Mgmt For ForElect Director Fukutake, Soichiro 2.1

Mgmt For ForElect Director Fukushima, Tamotsu 2.2

Mgmt For ForElect Director Fukuhara, Kenichi 2.3

Mgmt For ForElect Director Kobayashi, Hitoshi 2.4

Mgmt For ForElect Director Aketa, Eiji 2.5

Mgmt For ForElect Director Mark Harris 2.6

Mgmt For ForElect Director Adachi, Tamotsu 2.7

Mgmt For ForElect Director Mitani, Hiroyuki 2.8

Mgmt For ForElect Director Harada, Eiko 2.9

Mgmt For ForElect Director Iwase, Daisuke 2.10

BG Group plc

Meeting Date: 23-May-13 Country: United Kingdom

Meeting Type: Annual Ticker: BG.

ISIN: GB0008762899 SEDOL: 0876289


Vote Instruction

1 Accept Financial Statements and Statutory Reports Mgmt For For

Mgmt For ForApprove Remuneration Report 2

Mgmt For ForApprove Final Dividend 3

Page 2 of 55



BG Group plc Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt For ForElect Den Jones as Director 4

Mgmt For ForElect Lim Haw-Kuang as Director 5

Mgmt For ForRe-elect Peter Backhouse as Director 6

Mgmt For ForRe-elect Vivienne Cox as Director 7

Mgmt For ForRe-elect Chris Finlayson as Director 8

Mgmt For ForRe-elect Andrew Gould as Director 9

Mgmt For ForRe-elect Baroness Hogg as Director 10

Mgmt For ForRe-elect Dr John Hood as Director 11

Mgmt For ForRe-elect Martin Houston as Director 12

Mgmt For ForRe-elect Caio Koch-Weser as Director 13

Mgmt For ForRe-elect Sir David Manning as Director 14

Mgmt For ForRe-elect Mark Seligman as Director 15

Mgmt For ForRe-elect Patrick Thomas as Director 16

Mgmt For ForAppoint Ernst & Young LLP as Auditors 17

Mgmt For ForAuthorise the Audit Committee to Fix Remuneration of Auditors

18

Mgmt For ForAuthorise EU Political Donations and Expenditure 19

Mgmt For ForAuthorise Issue of Equity with Pre-emptive Rights 20

Mgmt For ForAuthorise Issue of Equity without Pre-emptive Rights

21

Mgmt For ForAuthorise Market Purchase of Ordinary Shares 22

Mgmt For ForAuthorise the Company to Call EGM with Two Weeks' Notice

23

Crown Castle International Corp.


Meeting Type: Annual Ticker: CCI

ISIN: US2282271046 SEDOL: 2285991

Page 3 of 55



Crown Castle International Corp.


Vote Instruction

1a Elect Director Edward C. Hutcheson, Jr. Mgmt For For

Mgmt For ForElect Director J. Landis Martin 1b

Mgmt For ForElect Director W. Benjamin Moreland 1c


Mgmt Against ForApprove Omnibus Stock Plan 3

Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job.

Mgmt For ForDeclassify the Board of Directors 4

Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.

Mgmt For ForAdvisory Vote to Ratify Named Executive Officers' Compensation

5

CVS Caremark Corporation


Meeting Type: Annual Ticker: CVS

ISIN: US1266501006 SEDOL: 2577609


Vote Instruction

1.1 Elect Director C. David Brown II Mgmt For For

Mgmt For ForElect Director David W. Dorman 1.2

Mgmt For ForElect Director Anne M. Finucane 1.3

Mgmt For ForElect Director Kristen Gibney Williams 1.4

Mgmt For ForElect Director Larry J. Merlo 1.5

Mgmt For ForElect Director Jean-Pierre Millon 1.6

Page 4 of 55



CVS Caremark Corporation Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt Against ForElect Director Richard J. Swift 1.7

Voter Rationale: Directors are expected to hold four or fewer directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For ForElect Director William C. Weldon 1.8

Mgmt For ForElect Director Tony L. White 1.9


Mgmt Against ForAdvisory Vote to Ratify Named Executive Officers' Compensation

3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice for large companies. Furthermore, plans should not pay out for below-median performance. This undermines a pay-for-performance approach which should reward above-average performance. Such practices blunt the impact of variable pay.

Mgmt For ForAmend Qualified Employee Stock Purchase Plan 4

Mgmt For ForReduce Vote Requirement Under the Fair Price Provision

5

Voter Rationale: Board efforts to redue supermajority provisions are appreciated, as they create artificial barriers for shareholders. Majority voting should be sufficient to change policies.

SH For AgainstReport on Political Contributions 6

Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe the its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.

SH For AgainstPro-rata Vesting of Equity Awards 7

Voter Rationale: In the case of a change of control, equity should only vest if an executive is not offered employment in the new company, a so-called double trigger.

SH For AgainstReport on Lobbying Payments and Policy 8


DaVita HealthCare Partners Inc.

Meeting Date: 17-Jun-13 Country: USA

Meeting Type: Annual Ticker: DVA

ISIN: US23918K1088 SEDOL: 2898087

Page 5 of 55



DaVita HealthCare Partners Inc.


Vote Instruction

1a Elect Director Pamela M. Arway Mgmt For For

Mgmt For ForElect Director Charles G. Berg 1b

Mgmt For ForElect Director Carol Anthony ('John') Davidson 1c

Mgmt For ForElect Director Paul J. Diaz 1d

Mgmt For ForElect Director Peter T. Grauer 1e

Mgmt For ForElect Director Robert J. Margolis 1f

Mgmt For ForElect Director John M. Nehra 1g

Mgmt For ForElect Director William L. Roper 1h

Mgmt For ForElect Director Kent J. Thiry 1i


Mgmt For ForElect Director Roger J. Valine 1j



3

Voter Rationale: As in previous years we have voted against the compensation plan due to concern’s over its structure. We are particularly concerned that long-term equity awards are primarily time based with a one-year performance period. This provides short-term, not long-term performance incentives. Furthermore, the committee should not use the same metrics to evaluate short and long term performance, as this rewards, or penalizes, executives twice for the same performance. Finally, presence of legacy excise tax gross-up provisions is poor practice and the rational for three consecutive years of generous relocation bonuses is unclear and questionable. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.

Mgmt Against ForAmend Omnibus Stock Plan 4

Voter Rationale: The grant rate is too high, and may lead to excessive dilution. Furthermore, the total cost of the equity plan is excessive. Finally, executive pay is not effectively linked to company performance. Performance targets should be clearly disclosed and stretching, and the compensation committee should do more to establish compensation packages that build shareholder value over time.

SH For AgainstPro-rata Vesting of Equity Awards 5

Voter Rationale: In the case of a change of control, equity should only vest if an executive is not offered employment in the new company, a so-called double trigger.



Page 6 of 55



eBay Inc.

Meeting Date: 18-Apr-13 Country: USA

Meeting Type: Annual Ticker: EBAY

ISIN: US2786421030 SEDOL: 2293819


Vote Instruction

1a Elect Director David M. Moffett Mgmt For For

Mgmt For ForElect Director Richard T. Schlosberg, III 1b

Mgmt For ForElect Director Thomas J. Tierney 1c


2

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. In particular, incentive program goals should be stretching and the committee should not use the same metrics to evaluate short and long term performance, as this rewards, or penalizes, executives twice for the same performance. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.



SH Abstain AgainstReport on Privacy and Data Security 4

Voter Rationale: Oversight of consumer privacy and data security is a key aspect of risk management for Internet and technology companies. The company's current practices are robust, including audit committee oversight of privacy and security risk exposure and a Global Privacy Office tasked with ensuring protection of members' personal information. However, we share the proponent's concern over this growing risk category and how the company's role in expansion of PayPal could intensify its privacy risk exposure. Further disclosure to investors may be warranted.


Ebro Foods S.A

Meeting Date: 03-Jun-13 Country: Spain

Meeting Type: Annual Ticker: EVA

ISIN: ES0112501012 SEDOL: 5468324

Page 7 of 55



Ebro Foods S.A


Vote Instruction

1 Approve Consolidated and Standalone Financial Statements

Mgmt For For

Mgmt For ForApprove Discharge of Board 2

Mgmt For ForApprove Allocation of Income and Dividends 3

Mgmt For ForApprove Special Cash Dividends of EUR 0.12 per Share

4

Mgmt For ForRenew Appointment of Deloitte as Auditor 5

Mgmt Against ForAdvisory Vote on Remuneration Policy Report 6

Voter Rationale: 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.

Mgmt For ForAuthorize Donations to Fundación Ebro Foods 7

Mgmt Against ForRatify Appointment by Co-option of Hispafoods Invest SL as Director

8

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For ForAllow Director Instituto Hispánico del Arroz SA to Assume Positions with Other Companies

9.1

Mgmt For ForAllow Director Antonio Hernández Callejas to Assume Positions with Other Companies

9.2

Mgmt For ForAllow Director Rudolf-August Oetker to Assume Positions with Other Companies

9.3

Mgmt For ForAuthorize Board to Ratify and Execute Approved Resolutions

10

Essilor International

Meeting Date: 16-May-13 Country: France

Meeting Type: Annual/Special Ticker: EI

ISIN: FR0000121667 SEDOL: 7212477

Page 8 of 55



Essilor International


Vote Instruction

Ordinary Business Mgmt

Mgmt For ForApprove Financial Statements and Statutory Reports 1

Mgmt For ForApprove Consolidated Financial Statements and Statutory Reports

2

Mgmt For ForApprove Allocation of Income and Dividends of EUR 0.88 per Share

3

Mgmt For ForRenew Appointments of Pricewaterhousecoopers Audit as Auditor and Etienne Boris as Alternate Auditor

4

Mgmt For ForRenew Appointments of Mazars as Auditor and Jean-Louis Simon as Alternate Auditor

5

Mgmt For ForReelect Yves Chevillotte as Director 6

Mgmt For ForReelect Mireille Faugere as Director 7

Mgmt For ForReelect Xavier Fontanet as Director 8

Mgmt For ForElect Maureen Cavanagh as Director 9

Mgmt Against ForAuthorize Repurchase of Up to 10 Percent of Issued Share Capital

10

Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%

Mgmt Extraordinary Business

Mgmt For ForApprove Employee Stock Purchase Plan 11

Mgmt For ForApprove Issuance of Shares up to 15 Percent of Issued Capital Per Year Reserved for Qualified Investors or Restricted Number of Investors

12

Mgmt For ForIntroduce Possibility to Renounce to Double-Voting Rights for Long-Term Registered Shareholders

13

Mgmt For ForAuthorize Filing of Required Documents/Other Formalities

14

Page 9 of 55



Fresenius Medical Care AG & Co. KGaA

Meeting Date: 16-May-13 Country: Germany

Meeting Type: Annual Ticker: FME

ISIN: DE0005785802 SEDOL: 5129074


Vote Instruction

Meeting for Ordinary Shareholders Mgmt

Mgmt Management Proposals

Mgmt For ForAccept Financial Statements and Statutory Reports 1

Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.

Mgmt For ForApprove Allocation of Income and Dividends of EUR 0.75 per Common Share and EUR 0.77 per Preference Share

2

Mgmt For ForApprove Discharge of Personally Liable Partner for Fiscal 2012

3

Mgmt For ForApprove Discharge of Supervisory Board for Fiscal 2012

4

Mgmt For ForRatify KPMG as Auditors for Fiscal 2013 5

Mgmt For ForApprove Conversion of Preference Shares into Ordinary Shares

6

Mgmt For ForAmend Stock Option Plan and Conditional Capital Pool to Reflect Changes in Share Structure

7

Mgmt Special Resolution for Ordinary Shareholders

Mgmt For ForApprove Items 6 and 7 8


Mgmt For ForAmend Articles Re: AGM Participation and Voting Rights

9

Galp Energia, SGPS S.A.

Meeting Date: 22-Apr-13 Country: Portugal

Meeting Type: Annual Ticker: GALP

ISIN: PTGAL0AM0009 SEDOL: B1FW751

Page 10 of 55



Galp Energia, SGPS S.A.


Vote Instruction

1 Accept Financial Statements and Statutory Reports for Fiscal 2012

Mgmt For For


Mgmt For ForApprove Allocation of Income and Dividends 2

Mgmt For ForApprove Company's Corporate Governance Report 3

Mgmt For ForApprove Discharge of Management and Supervisory Board

4

Mgmt Against ForApprove Remuneration Policy 5

Voter Rationale: Retirement benefits should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Gerresheimer AG

Meeting Date: 18-Apr-13 Country: Germany

Meeting Type: Annual Ticker: GXI

ISIN: DE000A0LD6E6 SEDOL: B1Y47Y7


Vote Instruction

1 Receive Financial Statements and Statutory Reports for Fiscal 2012 (Non-Voting)

Mgmt


2

Mgmt For ForApprove Discharge of Management Board for Fiscal 2012

3

Mgmt For ForApprove Discharge of Supervisory Board for Fiscal 2012

4

Mgmt For ForRatify Deloitte & Touche GmbH as Auditors for Fiscal 2012

5

Page 11 of 55



Henry Schein, Inc.


Meeting Type: Annual Ticker: HSIC

ISIN: US8064071025 SEDOL: 2416962


Vote Instruction

1.1 Elect Director Stanley M. Bergman Mgmt For For


Mgmt For ForElect Director Gerald A. Benjamin 1.2

Mgmt For ForElect Director James P. Breslawski 1.3

Mgmt For ForElect Director Mark E. Mlotek 1.4

Mgmt For ForElect Director Steven Paladino 1.5

Mgmt For ForElect Director Barry J. Alperin 1.6

Mgmt For ForElect Director Paul Brons 1.7

Mgmt For ForElect Director Donald J. Kabat 1.8

Mgmt Withhold ForElect Director Philip A. Laskawy 1.9


Mgmt For ForElect Director Karyn Mashima 1.10

Mgmt For ForElect Director Norman S. Matthews 1.11

Mgmt For ForElect Director Carol Raphael 1.12

Mgmt For ForElect Director Bradley T. Sheares 1.13

Mgmt For ForElect Director Louis W. Sullivan 1.14

Mgmt For ForAmend Executive Incentive Bonus Plan 2


Voter Rationale: Incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated.


4


Page 12 of 55



Informa plc


Meeting Type: Annual Ticker: INF

ISIN: JE00B3WJHK45 SEDOL: B3WJHK4


Vote Instruction


Mgmt For ForRe-elect Derek Mapp as Director 2

Mgmt For ForRe-elect Peter Rigby as Director 3

Mgmt For ForRe-elect Adam Walker as Director 4

Mgmt For ForRe-elect Dr Pamela Kirby as Director 5

Mgmt For ForRe-elect John Davis as Director 6

Mgmt For ForRe-elect Dr Brendan O'Neill as Director 7

Mgmt For ForRe-elect Stephen Carter as Director 8

Mgmt For ForElect Cindy Rose as Director 9


Mgmt For ForReappoint Deloitte LLP as Auditors 11

Mgmt For ForAuthorise Board to Fix Remuneration of Auditors 12



14


IntercontinentalExchange, Inc.


Meeting Type: Annual Ticker: ICE

ISIN: US45865V1008 SEDOL: B0PBS81

Page 13 of 55





Vote Instruction

1a Elect Director Charles R. Crisp Mgmt For For

Mgmt For ForElect Director Jean-Marc Forneri 1b

Mgmt For ForElect Director Judd A. Gregg 1c

Mgmt For ForElect Director Fred W. Hatfield 1d

Mgmt For ForElect Director Terrence F. Martell 1e

Mgmt For ForElect Director Callum McCarthy 1f

Mgmt For ForElect Director Robert Reid 1g

Mgmt Against ForElect Director Frederic V. Salerno 1h


Mgmt For ForElect Director Jeffrey C. Sprecher 1i


Mgmt Against ForElect Director Judith A. Sprieser 1j


Mgmt Against ForElect Director Vincent Tese 1k



2

Mgmt Against ForApprove Omnibus Stock Plan 3


Mgmt Against ForApprove Non-Employee Director Stock Option Plan 4



Page 14 of 55





Meeting Type: Special Ticker: ICE

ISIN: US45865V1008 SEDOL: B0PBS81


Vote Instruction

1 Approve Merger Agreement Mgmt For For

Mgmt For ForIncrease Authorized Preferred and Common Stock 2A

Mgmt For ForApprove Stock Ownership Limitations 2B

Mgmt For ForProvisions Related to Disqualification of Officers and Directors and Certain Powers of the Board of Directors

2C

Mgmt For ForProvisions Related to Considerations of the Board of Directors

2D

Mgmt For ForAmend ICE Group Certificate of Incorporation 2E

Mgmt For ForAdjourn Meeting 3

Intertek Group plc


Meeting Type: Annual Ticker: ITRK

ISIN: GB0031638363 SEDOL: 3163836


Vote Instruction


Mgmt Abstain ForApprove Remuneration Report 2

Voter Rationale: We are concerned that variable pay is overly weighted to short-term performance and we encourage the committee to review the appropriateness of the performance metrics and targets under the performance share plan.


Mgmt For ForRe-elect Sir David Reid as Director 4

Page 15 of 55



Intertek Group plc Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt For ForRe-elect Edward Astle as Director 5

Mgmt For ForRe-elect Alan Brown as Director 6

Mgmt For ForRe-elect Wolfhart Hauser as Director 7

Mgmt For ForRe-elect Christopher Knight as Director 8

Mgmt For ForElect Louise Makin as Director 9

Mgmt For ForRe-elect Lloyd Pitchford as Director 10

Mgmt For ForRe-elect Michael Wareing as Director 11

Mgmt For ForElect Lena Wilson as Director 12

Mgmt For ForReappoint KPMG Audit plc as Auditors 13

Voter Rationale: 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


Voter Rationale: 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




17



19

Kansas City Southern


Meeting Type: Annual Ticker: KSU

ISIN: US4851703029 SEDOL: 2607647


Vote Instruction

1.1 Elect Director Terrence P. Dunn Mgmt For Withhold

Page 16 of 55



Kansas City Southern Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For ForElect Director Antonio O. Garza, Jr. 1.2

Mgmt For ForElect Director David L. Starling 1.3


Mgmt For ForAmend Omnibus Stock Plan 3


4

SH For AgainstDeclassify the Board of Directors 5

Voter Rationale: The annual election of directors provides greater accountability to shareholders and is a widely accepted best practice in corporate governance. Shareholders should have the opportunity to communicate with directors regarding their performance regularly.

Keyence Corp.



ISIN: JP3236200006 SEDOL: 6490995


Vote Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 45

Mgmt For Against

Voter Rationale: The payout ratio has been consistently low for many years, and the company has never provided a satisfactory explanation. We urge the company to explain the rationale for this to investors.

Mgmt Against ForElect Director Takizaki, Takemitsu 2.1

Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. F&C has written personally in late April to the company Chairman to encourage corporate governance reform - especially the introduction of outside independent directors to the board. We welcome a response from the company.

Page 17 of 55



Keyence Corp. Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt Against ForElect Director Yamamoto, Akinori 2.2

Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.

Mgmt Against ForElect Director Kanzawa, Akira 2.3


Mgmt Against ForElect Director Kimura, Tsuyoshi 2.4


Mgmt Against ForElect Director Ueda, Yoshihiro 2.5


Mgmt Against ForElect Director Konishi, Masayuki 2.6


Mgmt Against ForElect Director Ideno, Tomohide 2.7


Mgmt Against ForElect Director Sasaki, Michio 2.8


Mgmt For ForAppoint Statutory Auditor Kitayama, Hiroaki 3

Mgmt For ForAppoint Alternate Statutory Auditor Kitamura, Tomiji 4

Page 18 of 55



Kubota Corp.



ISIN: JP3266400005 SEDOL: 6497509


Vote Instruction

1 Amend Articles To Indemnify Directors and Statutory Auditors

Mgmt For For

Mgmt For ForElect Director Masumoto, Yasuo 2.1

Mgmt Against ForElect Director Tomita, Tetsuji 2.2

Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.

Mgmt Against ForElect Director Sakamoto, Satoru 2.3


Mgmt Against ForElect Director Kimata, Masatoshi 2.4


Mgmt Against ForElect Director Kubo, Toshihiro 2.5


Mgmt Against ForElect Director Kimura, Shigeru 2.6


Mgmt Against ForElect Director Mizuno, Yuzuru 2.7


Mgmt Against ForElect Director Sato, Junichi 2.8


Mgmt For ForAppoint Statutory Auditor Kawachi, Masaharu 3

Mgmt For ForApprove Annual Bonus Payment to Directors 4

Page 19 of 55



Life Time Fitness, Inc.


Meeting Type: Annual Ticker: LTM

ISIN: US53217R2076 SEDOL: B01R1Z1


Vote Instruction

1a Elect Director Bahram Akradi Mgmt For For


Mgmt For ForElect Director Giles H. Bateman 1b

Mgmt For ForElect Director Jack W. Eugster 1c

Mgmt For ForElect Director Guy C. Jackson 1d

Mgmt For ForElect Director John K. Lloyd 1e

Mgmt For ForElect Director Martha A. Morfitt 1f

Mgmt For ForElect Director John B. Richards 1g

Mgmt For ForElect Director Joseph S. Vassalluzzo 1h


Mgmt For ForApprove Executive Incentive Bonus Plan 3


4

Voter Rationale: The plan's structure and pay-for performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.

Lindt & Spruengli AG

Meeting Date: 18-Apr-13 Country: Switzerland

Meeting Type: Annual Ticker: LISN

ISIN: CH0010570759 SEDOL: 5962309

Page 20 of 55



Lindt & Spruengli AG


Vote Instruction


Mgmt For ForApprove Discharge of Board and Senior Management

2

Mgmt For ForApprove Allocation of Income and Dividends of CHF 40 per Registered Share and CHF 4 per Participation Certificate

3.1

Mgmt For ForApprove Dividends from Capital Contribution Reserves of CHF 535 per Registered Share and CHF 53.50 per Participation Certificate

3.2

Mgmt Against ForReelect Kurt Widmer as Director 4.1

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

Mgmt Against ForReelect Rudolf Spruengli as Director 4.2

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For ForRatify PricewaterhouseCoopers AG as Auditors 5

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 ForApprove CHF 58,900 Reduction in Share Capital and CHF 222,530 Reduction in Participation Capital via Cancellation of Repurchased Shares and Participation Certificates

6

Luxottica Group S.p.A.

Meeting Date: 29-Apr-13 Country: Italy

Meeting Type: Annual Ticker: LUX

ISIN: IT0001479374 SEDOL: 4800659


Vote Instruction

Ordinary Business Mgmt

Page 21 of 55



Luxottica Group S.p.A. Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt For ForAccept Financial Statements and Statutory Reports 1


Mgmt For ForApprove Allocation of Income 2

Mgmt Against ForApprove Performance Shares Plan 2013-2017 3

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 time.

Mgmt Against ForApprove Remuneration Report 4

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 time.

MEDNAX, Inc.


Meeting Type: Annual Ticker: MD

ISIN: US58502B1061 SEDOL: 2677640


Vote Instruction

1.1 Elect Director Cesar L. Alvarez Mgmt For For

Mgmt Withhold ForElect Director Waldemar A. Carlo 1.2

Voter Rationale: The board should not contain a significant number of directors with board tenure in excess of 12 years. The nominating committee should remove directors who have long board tenure from committees that require absolute independence.

Mgmt Withhold ForElect Director Michael B. Fernandez 1.3


Mgmt Withhold ForElect Director Roger K. Freeman 1.4

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take failed to ensure an appropriately fresh board.

Mgmt For ForElect Director Paul G. Gabos 1.5

Mgmt For ForElect Director Pascal J. Goldschmidt 1.6

Mgmt For ForElect Director Manuel Kadre 1.7

Page 22 of 55



MEDNAX, Inc. Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt For ForElect Director Roger J. Medel 1.8

Mgmt For ForElect Director Donna E. Shalala 1.9

Mgmt For ForElect Director Enrique J. Sosa 1.10



3

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.

Mettler-Toledo International Inc.


Meeting Type: Annual Ticker: MTD

ISIN: US5926881054 SEDOL: 2126249


Vote Instruction

1.1 Elect Director Robert F. Spoerry Mgmt For For

Mgmt For ForElect Director Wah-Hui Chu 1.2

Mgmt For ForElect Director Francis A. Contino 1.3

Mgmt For ForElect Director Olivier A. Filliol 1.4

Mgmt For ForElect Director Michael A. Kelly 1.5

Mgmt For ForElect Director Martin D. Madaus 1.6

Mgmt For ForElect Director Hans Ulrich Maerki 1.7

Mgmt For ForElect Director George M. Milne, Jr. 1.8

Mgmt For ForElect Director Thomas P. Salice 1.9


Page 23 of 55



Mettler-Toledo International Inc. Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction


3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice for large companies.

Mgmt For ForApprove Omnibus Stock Plan 4

Murata Manufacturing Co. Ltd.



ISIN: JP3914400001 SEDOL: 6610403


Vote Instruction


Mgmt For For

Mgmt For ForAmend Articles To Amend Business Lines 2

Mgmt For ForElect Director Murata, Tsuneo 3.1

Mgmt For ForElect Director Makino, Koji 3.2

Mgmt For ForElect Director Nakajima, Norio 3.3

Mgmt For ForElect Director Takemura, Yoshito 3.4

Mgmt For ForElect Director Tanahashi, Yasuro 3.5

Mgmt For ForAppoint Statutory Auditor Tanaka, Junichi 4

Nordstrom, Inc.


Meeting Type: Annual Ticker: JWN

ISIN: US6556641008 SEDOL: 2641827

Page 24 of 55



Nordstrom, Inc.


Vote Instruction

1a Elect Director Phyllis J. Campbell Mgmt For For

Mgmt For ForElect Director Michelle M. Ebanks 1b

Mgmt For ForElect Director Enrique Hernandez, Jr. 1c

Mgmt For ForElect Director Robert G. Miller 1d

Mgmt For ForElect Director Blake W. Nordstrom 1e

Mgmt For ForElect Director Erik B. Nordstrom 1f

Mgmt For ForElect Director Peter E. Nordstrom 1g

Mgmt For ForElect Director Philip G. Satre 1h

Mgmt For ForElect Director B. Kevin Turner 1i

Mgmt For ForElect Director Robert D. Walter 1j

Mgmt For ForElect Director Alison A. Winter 1k


Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.


3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice for large companies. Furthermore, plans should not pay out for below-median performance. This undermines a pay-for-performance approach which should reward above-average performance. Such practices blunt the impact of variable pay.

Mgmt For ForAmend Omnibus Stock Plan 4

Orix Corp.



ISIN: JP3200450009 SEDOL: 6661144

Page 25 of 55



Orix Corp.


Vote Instruction

1.1 Elect Director Miyauchi, Yoshihiko Mgmt For For

Mgmt For ForElect Director Inoe, Makoto 1.2

Mgmt For ForElect Director Urata, Haruyuki 1.3

Mgmt For ForElect Director Umaki, Tamio 1.4

Mgmt For ForElect Director Kojima, Kazuo 1.5

Mgmt For ForElect Director Yamaya, Yoshiyuki 1.6

Mgmt For ForElect Director Kadowaki, Katsutoshi 1.7

Mgmt For ForElect Director Sasaki, Takeshi 1.8

Mgmt For ForElect Director Tsujiyama, Eiko 1.9

Mgmt For ForElect Director Robert Feldman 1.10

Mgmt For ForElect Director Niinami, Takeshi 1.11

Mgmt For ForElect Director Usui, Nobuaki 1.12

Mgmt For ForElect Director Yasuda, Ryuuji 1.13

Pearson plc

Meeting Date: 26-Apr-13 Country: United Kingdom

Meeting Type: Annual Ticker: PSON

ISIN: GB0006776081 SEDOL: 0677608


Vote Instruction



Mgmt For ForRe-elect David Arculus as Director 3

Mgmt For ForRe-elect Vivienne Cox as Director 4

Page 26 of 55



Pearson plc Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt For ForRe-elect Will Ethridge as Director 5

Mgmt For ForRe-elect Robin Freestone as Director 6

Mgmt For ForRe-elect Susan Fuhrman as Director 7

Mgmt For ForRe-elect Ken Hydon as Director 8

Mgmt For ForRe-elect Josh Lewis as Director 9

Mgmt For ForRe-elect John Makinson as Director 10

Mgmt For ForRe-elect Glen Moreno as Director 11

Mgmt For ForElect John Fallon as Director 12


Mgmt For ForReappoint PricewaterhouseCoopers LLP as Auditors 14




17



19

PepsiCo, Inc.


Meeting Type: Annual Ticker: PEP

ISIN: US7134481081 SEDOL: 2681511


Vote Instruction

1.1 Elect Director Shona L. Brown Mgmt For For

Mgmt For ForElect Director George W. Buckley 1.2

Mgmt For ForElect Director Ian M. Cook 1.3

Mgmt For ForElect Director Dina Dublon 1.4

Page 27 of 55



PepsiCo, Inc. Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt For ForElect Director Victor J. Dzau 1.5

Mgmt For ForElect Director Ray L. Hunt 1.6

Mgmt For ForElect Director Alberto Ibarguen 1.7

Mgmt For ForElect Director Indra K. Nooyi 1.8

Voter Rationale: We appreciate the company's additional disclosure on the reasoning for combining the roles of Chairman and CEO. However, it is F&C's view that these roles are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and for preserving accountability.

Mgmt For ForElect Director Sharon Percy Rockefeller 1.9

Mgmt For ForElect Director James J. Schiro 1.10

Mgmt For ForElect Director Lloyd G. Trotter 1.11

Mgmt For ForElect Director Daniel Vasella 1.12

Mgmt For ForElect Director Alberto Weisser 1.13


Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. We are pleased that the audit committee is scheduled to consider auditor rotation in its workplan this year.


3

Voter Rationale: We are encouraged by the compensation committee's latest amendments to the long-term incentive plan, specifically the decision to move away from standard stock options and utilize performance stock awards exclusively. We are also pleased by the decision to introduce relative TSR as a measure in calculating the award. Practices such as these help ensure compensation packages build shareholder value over time.

Praxair, Inc.


Meeting Type: Annual Ticker: PX

ISIN: US74005P1049 SEDOL: 2699291


Vote Instruction

1.1 Elect Director Stephen F. Angel Mgmt For For


Page 28 of 55



Praxair, Inc. Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt Against ForElect Director Oscar Bernardes 1.2


Mgmt For ForElect Director Bret K. Clayton 1.3

Mgmt For ForElect Director Nance K. Dicciani 1.4

Mgmt For ForElect Director Edward G. Galante 1.5

Mgmt For ForElect Director Claire W. Gargalli 1.6

Mgmt For ForElect Director Ira D. Hall 1.7

Mgmt For ForElect Director Raymond W. LeBoeuf 1.8

Mgmt For ForElect Director Larry D. McVay 1.9

Mgmt For ForElect Director Wayne T. Smith 1.10

Mgmt For ForElect Director Robert L. Wood 1.11


2


SH Abstain AgainstRequire Consistency with Corporate Values and Report on Political Contributions

3

Voter Rationale: The company provides reasonable disclosure of its political donations. However, it should enhance transparency around its public policy priorities, as well as its key relationships with trade associations that engage on lobbying on its behalf.



Principal Financial Group, Inc.


Meeting Type: Annual Ticker: PFG

ISIN: US74251V1026 SEDOL: 2803014

Page 29 of 55



Principal Financial Group, Inc.


Vote Instruction

1.1 Elect Director Michael T. Dan Mgmt For For

Mgmt For ForElect Director C. Daniel Gelatt 1.2

Mgmt For ForElect Director Sandra L. Helton 1.3

Mgmt For ForElect Director Larry D. Zimpleman 1.4


Mgmt For ForDeclassify the Board of Directors 2

Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.


3



Prosafe SE

Meeting Date: 14-May-13 Country: Cyprus

Meeting Type: Annual Ticker: PRS

ISIN: CY0100470919 SEDOL: B1L9DW5

Did not vote due to share blocking


Vote Instruction

Annual Meeting Mgmt

Mgmt Do Not Vote ForElect Chairman of the Meeting 1

Voter Rationale: ALL_DONOTVOTE

Mgmt Do Not Vote ForApprove Meeting Notice and Agenda 2


Page 30 of 55



Prosafe SE Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt Do Not Vote ForAccept Board Report 3


Mgmt Do Not Vote ForAccept Financial Statements 4


Mgmt Do Not Vote ForAccept Audit Report 5


Mgmt Do Not Vote ForElect Directors 6


Mgmt Do Not Vote ForApprove Director Remuneration 7


Mgmt Do Not Vote ForElect Members of Nomination Committee 8


Mgmt Do Not Vote ForApprove Nomination Committee Members' Remuneration

9


Mgmt Do Not Vote ForRatify Auditors 10


Mgmt Do Not Vote ForApprove Remuneration of External Auditors 11


Mgmt Do Not Vote ForApprove Share Buyback 12


Mgmt Do Not Vote ForAuthorize Share Capital Increase 13a


Mgmt Do Not Vote ForEliminate Preemptive Rights 13b


Mgmt Do Not Vote ForAuthorize Issuance of Equity without Preemptive Rights

14


Mgmt Do Not Vote ForApprove Reduction in Issued Share Capital 15


Mgmt Do Not Vote ForAmend Company Bylaws 16


Page 31 of 55



Prudential plc


Meeting Type: Annual Ticker: PRU

ISIN: GB0007099541 SEDOL: 0709954


Vote Instruction



Voter Rationale: We support the chief executive, but given his high level of remuneration we do believe the remuneration committee should have reflected the CEO's censure and the company's regulatory fine relating to AIA in his annual bonus award.


Mgmt For ForElect Philip Remnant as Director 4

Mgmt For ForRe-elect Sir Howard Davies as Director 5

Mgmt For ForRe-elect Robert Devey as Director 6

Mgmt For ForRe-elect John Foley as Director 7

Mgmt For ForRe-elect Michael Garrett as Director 8

Mgmt For ForRe-elect Ann Godbehere as Director 9

Mgmt For ForRe-elect Alexander Johnston as Director 10

Mgmt For ForRe-elect Paul Manduca as Director 11

Mgmt For ForRe-elect Michael McLintock as Director 12

Mgmt For ForRe-elect Kaikhushru Nargolwala as Director 13

Mgmt For ForRe-elect Nicolaos Nicandrou as Director 14

Mgmt For ForRe-elect Barry Stowe as Director 15

Mgmt For ForRe-elect Tidjane Thiam as Director 16

Mgmt For ForRe-elect Lord Turnbull as Director 17

Mgmt For ForRe-elect Michael Wells as Director 18





Page 32 of 55



Prudential plc Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction


Mgmt For ForApprove Savings-Related Share Option Scheme 24

Mgmt For ForApprove Long Term Incentive Plan 25


26



28

Rotork plc


Meeting Type: Annual Ticker: ROR

ISIN: GB0007506958 SEDOL: 0750695


Vote Instruction



Mgmt For ForRe-elect Ian King as Director 3

Mgmt For ForRe-elect Peter France as Director 4

Mgmt For ForRe-elect Jonathan Davis as Director 5

Mgmt For ForRe-elect Bob Arnold as Director 6

Mgmt For ForRe-elect Graham Ogden as Director 7

Mgmt For ForRe-elect John Nicholas as Director 8

Mgmt For ForRe-elect Roger Lockwood as Director 9

Mgmt For ForRe-elect Gary Bullard as Director 10

Mgmt For ForElect Sally James as Director 11



Page 33 of 55



Rotork plc Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction




16


Mgmt For ForAuthorise Market Purchase of Preference Shares 18


19

Mgmt For ForApprove Sharesave Scheme 20

Santos Ltd.

Meeting Date: 09-May-13 Country: Australia

Meeting Type: Annual Ticker: STO

ISIN: AU000000STO6 SEDOL: 6776703


Vote Instruction

2a Elect Kenneth Alfred Dean as a Director Mgmt For For

Mgmt For ForElect Jane Sharman Hemstritch as a Director 2b

Mgmt For ForElect Gregory John Walton Martin as a Director 2c

Mgmt For ForElect Hock Goh as a Director 2d

Mgmt For ForApprove the Remuneration Report 3

Voter Rationale: We were pleased to see the company eliminate the deferred component previously awarded under the long-term incentive plan, and we welcome the board's commitment to withholding pay when performance targets are not fully met.

Mgmt Against ForApprove the Grant of Share Acquisition Rights to David Knox, Chief Executive Officer and Managing Director of the Company

4

Voter Rationale: This plan is linked to a single performance target, relative TSR, over a three year period. While TSR may be one useful performance metric, it may also reflect movements in the oil price more than executive performance. We encourage the remuneration committee to consider diversifying the targets under the long-term incentive plan to better reflect executives' contribution to performance.

Mgmt For ForApprove the Increase in Maximum Aggregate Remuneration of Non-Executive Directors

5

Page 34 of 55



SAP AG

Meeting Date: 04-Jun-13 Country: Germany

Meeting Type: Annual Ticker: SAP

ISIN: DE0007164600 SEDOL: 4846288


Vote Instruction

1 Receive Financial Statements and Statutory Reports for Fiscal 2012 (Non-Voting)

Mgmt


2

Mgmt For ForApprove Discharge of Management Board for Fiscal 2012

3

Mgmt Abstain ForApprove Discharge of Supervisory Board for Fiscal 2012

4

Voter Rationale: We abstained on the discharge of the supervisory board for following reasons: 1) Remuneration Plan: the company received a substantial vote against its remuneration system (34%) and has not put a reviewed system to a shareholder vote this year. We strongly urge the company to be responsive to shareholder concerns over remuneration. In last year’s vote on the remuneration plan we abstained. We recognised that SAP had taken several positive steps to improve its remuneration system, we remained concerned by the lack of disclosure of performance criteria, targets or caps according to which discretionary payments can be granted. While we commended management for successfully leading the company into a phase of significant growth, we asked the company to disclose the weighting of the performance criteria for the annual bonus and their targets to enable shareholders to understand whether the significant increase of the bonus payment this year is justified on the basis of stringent performance-based elements or a result of the discretionary power of the supervisory board.2) We also strongly encourage the company to put directors to election on an annual basis to improve board accountability. The fact that no directors are standing for election this year is particularly concerning in light of the significant levels of shareholder opposition to the re-election of a number of directors in 2012. We continue to have concerns over the supervisory board’s low independence levels (at only 25%), which is below the minimum one-third independence level we require for the German market. Furthermore, we urge the company to establish fully independent audit and remuneration committees.

Mgmt For ForAuthorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares

5

Mgmt For ForRatify KPMG AG as Auditors for Fiscal 2013 6

Spectra Energy Corp


Meeting Type: Annual Ticker: SE

ISIN: US8475601097 SEDOL: B1L60G9

Page 35 of 55



Spectra Energy Corp


Vote Instruction

1a Elect Director William T. Esrey Mgmt For For

Mgmt For ForElect Director Gregory L. Ebel 1b

Mgmt For ForElect Director Austin A. Adams 1c

Mgmt For ForElect Director Joseph Alvarado 1d

Mgmt For ForElect Director Pamela L. Carter 1e

Mgmt For ForElect Director F. Anthony Comper 1f

Mgmt For ForElect Director Peter B. Hamilton 1g

Mgmt Against ForElect Director Dennis R. Hendrix 1h

Voter Rationale: Executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors.

Mgmt For ForElect Director Michael McShane 1i

Mgmt Against ForElect Director Michael G. Morris 1j


Mgmt For ForElect Director Michael E.J. Phelps 1k



3

Voter Rationale: Plans should not pay out for below-median performance. This undermines a pay-for-performance approach which should reward above-average performance. Such practices blunt the impact of variable pay.



SH For AgainstReport on Methane Emissions 5

Voter Rationale: Climate change presents ongoing and serious long-term operational and regulatory risks that can impact shareholder value. The company should assess and set goals to address its greenhouse gas emissions. This is particularly important given the need for individual corporate action given the regulatory vacuum on this important issue in the United States.

Page 36 of 55



Standard Chartered plc


Meeting Type: Annual Ticker: STAN

ISIN: GB0004082847 SEDOL: 0408284


Vote Instruction




Voter Rationale: We recognise that compared to many global banks the company's remuneration is generally not excessive relative to its performance, but we have concerns about remuneration in the sector more broadly. Our vote takes into consideration the company's relatively limited reduction in the remuneration awards to its chief executive and finance director given the settlement with US authorities relating to past compliance violations. While we appreciate that many executives at the bank were not themselves personally responsible for the violations that occurred in earlier years, we do believe the bank and its executive management should remain accountable to shareholders on this matter. We also have concerns about the high quantum of incentive awards granted to the head of wholesale banking--a level of quantum which is inconsistent both with UK norms, as well as with remuneration levels among other executive directors. While we appreciate the competitive nature of the bank's main operating markets outside the UK puts pressure on pay levels in the bank, we discourage this quantum of awards relative to this level of base salary.

Mgmt For ForElect Om Bhatt as Director 4

Mgmt For ForElect Dr Louis Chi-Yan Cheung as Director 5

Mgmt For ForElect Margaret Ewing as Director 6

Mgmt For ForElect Dr Lars Thunell as Director 7

Mgmt For ForRe-elect Stefano Bertamini as Director 8

Mgmt For ForRe-elect Jaspal Bindra as Director 9

Mgmt For ForRe-elect James Dundas as Director 10

Mgmt For ForRe-elect Dr Han Seung-soo as Director 11

Mgmt For ForRe-elect Simon Lowth as Director 12

Mgmt For ForRe-elect Rudolph Markham as Director 13

Voter Rationale: While we have had independence concerns about a director of long tenure chairing the audit committee, our vote reflects the understanding that this director will rotate off the board in the near future to facilitate a process of board refreshment.

Mgmt For ForRe-elect Ruth Markland as Director 14

Voter Rationale: We voted for this candidate and believe she is a capable director. But given her 11 years tenure on the board we question from an independence perspective whether it remains appropriate for her to continue as chairman of the remuneration committee and as a member of the audit committee.

Mgmt For ForRe-elect Richard Meddings as Director 15

Page 37 of 55



Standard Chartered plcProposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt For ForRe-elect John Paynter as Director 16

Mgmt For ForRe-elect Sir John Peace as Director 17

Voter Rationale: We voted in favour of Sir John Peace as chairman, and note positively that he will be stepping down from one of the FTSE 100 companies he currently chairs so as to ensure more time available to focus on the bank. While we believe the chairman has capably managed his responsibilities, we still question if it is sensible for the chairman of a major global bank to have potentially significant external commitments that could compromise his focus on the bank.

Mgmt For ForRe-elect Alun Rees as Director 18

Mgmt For ForRe-elect Peter Sands as Director 19

Mgmt For ForRe-elect Viswanathan Shankar as Director 20

Mgmt For ForRe-elect Paul Skinner as Director 21

Mgmt For ForRe-elect Oliver Stocken as Director 22



Mgmt For ForApprove EU Political Donations and Expenditure 25




28


Mgmt For ForAuthorise Market Purchase of Preference Shares 30


31

Mgmt For ForApprove Sharesave Plan 32

Swatch Group AG

Meeting Date: 29-May-13 Country: Switzerland

Meeting Type: Annual Ticker: UHR

ISIN: CH0012255151 SEDOL: 7184725

Page 38 of 55



Swatch Group AG



Vote Instruction

1 Accept Financial Statements and Statutory Reports Mgmt For Do Not Vote

Mgmt Do Not Vote ForApprove Discharge of Board and Senior Management

2

Mgmt Do Not Vote ForApprove Allocation of Income and Dividends of CHF 1.35 per Registered Share and CHF 6.75 per Bearer Share

3

Mgmt Do Not Vote ForReelect Esther Grether, Nayla Hayek, Georges Hayek, Ernst Tanner, Claude Nicollier, and Jean-Pierre Roth as Directors

4

Mgmt Do Not Vote ForRatify PricewaterhouseCoopers AG as Auditors 5

Swiss Reinsurance (Schweizerische Rueckversicherungs)

Meeting Date: 10-Apr-13 Country: Switzerland

Meeting Type: Annual Ticker: N/A

ISIN: CH0126881561 SEDOL: B545MG5


Vote Instruction

1.1 Approve Remuneration Report Mgmt For For

Voter Rationale: We voted for in view of the improvements made by the company and greater alignment between performance and executive compensation. However, we would strongly encourage the company to review threshold target for the TSR performance measure to avoid rewarding below-median performance.

Mgmt For ForAccept Financial Statements and Statutory Reports 1.2

Mgmt For ForApprove Allocation of Income 2

Mgmt For ForApprove Ordinary Dividends of CHF 3.50 per Share from Capital Contribution Reserves

3.1

Mgmt For ForApprove Special Dividends of CHF 4.00 per Share from Capital Contribution Reserves

3.2

Mgmt For ForApprove Discharge of Board 4

Page 39 of 55



Swiss Reinsurance (Schweizerische Rueckversicherungs)Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt For ForReelect Walter Kielholz as Director 5.1.1

Mgmt For ForReelect Malcolm Knight as Director 5.1.2

Mgmt For ForReelect Carlos Represas as Director 5.1.3

Mgmt For ForReelect Jean-Pierre Roth as Director 5.1.4

Mgmt For ForElect Mary Francis as Director 5.1.5

Mgmt For ForRatify PricewaterhouseCoopers as Auditors 5.2

Mgmt For ForAmend Terms of Existing Pool of Conditional Capital 6.1

Mgmt For ForApprove Creation of CHF 8.5 Million Pool of Capital without Preemptive Rights

6.2

Mgmt For ForApprove Cancellation of Capital Authorization 6.3

Telecity Group plc


Meeting Type: Annual Ticker: TCY

ISIN: GB00B282YM11 SEDOL: B282YM1


Vote Instruction




Mgmt For ForRe-elect John Hughes as Director 4

Mgmt For ForRe-elect Michael Tobin as Director 5

Mgmt For ForRe-elect Brian McArthur-Muscroft as Director 6

Mgmt For ForRe-elect Simon Batey as Director 7

Mgmt For ForRe-elect Maurizio Carli as Director 8

Mgmt For ForRe-elect John O'Reilly as Director 9

Mgmt For ForElect Claudia Arney as Director 10

Page 40 of 55



Telecity Group plc Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt For ForElect Nancy Cruickshank as Director 11

Mgmt For ForReappoint PricewaterhouseCoopers LLP as Auditors 12




15



17

Tim Hortons Inc.

Meeting Date: 09-May-13 Country: Canada

Meeting Type: Annual Ticker: THI

ISIN: CA88706M1032 SEDOL: B4R2V25


Vote Instruction

1.1 Elect Director M. Shan Atkins Mgmt For For

Mgmt For ForElect Director Michael J. Endres 1.2

Mgmt For ForElect Director Moya M. Greene 1.3

Mgmt For ForElect Director Paul D. House 1.4

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.

Mgmt For ForElect Director Frank Iacobucci 1.5

Mgmt For ForElect Director John A. Lederer 1.6

Mgmt For ForElect Director David H. Lees 1.7

Mgmt For ForElect Director Ronald W. Osborne 1.8

Mgmt For ForElect Director Wayne C. Sales 1.9

Mgmt For ForRatify PricewaterhouseCoopers LLP as Auditors 2

Page 41 of 55



Tim Hortons Inc. Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt For ForAdvisory Vote on Executive Compensation Approach 3

Tomra Systems ASA

Meeting Date: 22-Apr-13 Country: Norway

Meeting Type: Annual Ticker: TOM

ISIN: NO0005668905 SEDOL: 4730875



Vote Instruction

1 Open Meeting; Registration of Attending Shareholders and Proxies

Mgmt For Do Not Vote


Mgmt Do Not Vote ForElect Chairman of Meeting 2


Mgmt Do Not Vote ForDesignate Inspector(s) of Minutes of Meeting 3


Mgmt Do Not Vote ForApprove Notice of Meeting and Agenda 4


Mgmt Do Not Vote ForReceive and Approve Management's Report 5


Mgmt Shareholder Proposals Submitted by Australian Ethical Investment Limited

SH Do Not Vote AgainstApprove the Termination of Sales of Tobacco Sorting Machines

6



Mgmt Do Not Vote ForApprove Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 1.25 per Share

7


Page 42 of 55



Tomra Systems ASA Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt Do Not Vote ForApprove Remuneration Policy And Other Terms of Employment For Executive Management

8


Mgmt Do Not Vote ForApprove Remuneration of Directors in the Amount of NOK 540,000 for the Chairman, NOK 385,000 for External Directors, and NOK 225,000 for Internal Directors; Approve Remuneration for Committee Work

9


Mgmt Do Not Vote ForApprove Remuneration of Nomination Committee 10


Mgmt Do Not Vote ForApprove Remuneration of Auditors 11


Mgmt Do Not Vote ForReelect Svein Rennemo (Chairman), Jan Svensson, Bernd Bothe, and Aniela Gabriela Gjos as Directors; Elect Bodil Sonesson as New Director

12


Mgmt Do Not Vote ForReelect Tom Knoff, Eric Douglas, and Hild Kinder as Members of Nominating Committee

13


Mgmt Do Not Vote ForAuthorize Share Repurchase Program and Reissuance of Repurchased Shares

14


Mgmt Do Not Vote ForApprove Creation of NOK 14.8 Million Pool of Capital without Preemptive Rights

15


Mgmt Do Not Vote ForAuthorize Company to Call EGM with Two Weeks' Notice

16


Toyota Motor Corp.



ISIN: JP3633400001 SEDOL: 6900643

Page 43 of 55



Toyota Motor Corp.


Vote Instruction


Mgmt For For

Mgmt For ForElect Director Uchiyamada, Takeshi 2.1

Voter Rationale: F&C welcomes the large-scale reform that Toyota is making to its corporate governance. After years of voting against majority of the inside directors on the Toyota board, we acknowledge the changes that Toyota have introduced. As a result, we are voting to support the election of every director on the board. We also believe the changes Toyota is making will also have a strong impact on wider Japanese industry, including with Keidanren members, and we hope that Toyota continues its corporate governance reform in future years. We would like to point out that F&C's voting rules for Japan is to vote against all directors - except Chairman, President and outside/independent directors - on boards with fewer than three independent directors. In 2013, we have decided to exempt Toyota from this rule in recognition of the corporate governance reform it has taken. We encourage the company to introduce two more independent directors in 2014. Also, F&C believes that the most effective boards have between 5 to 15 directors - so, we encourage Toyota to keep reducing the size of its board. Next year, F&C's plan is to revert to a full application of our in-house voting rules.

Mgmt For ForElect Director Toyoda, Akio 2.2

Voter Rationale: F&C welcomes the large-scale reform that Toyota is making to its corporate governance. After years of voting against majority of the inside directors on the Toyota board, we acknowledge the changes that Toyota have introduced. As a result, we are voting to support the election of every director on the board. We also believe the changes Toyota is making will also have a strong impact on wider Japanese industry, including with Keidanren members, and we hope that Toyota continues its corporate governance reform in future years. We would like to point out that F&C's voting rules for Japan is to vote against all directors - except Chairman, President and outside/independent directors - on boards with fewer than three independent directors. In 2013, we have decided to exempt Toyota from this rule in recognition of the corporate governance reform it has taken. We encourage the company to introduce two more independent directors in 2014. Also, F&C believes that the most effective boards have between 5 to 15 directors - so, we encourage Toyota to keep reducing the size of its board. Next year, F&C's plan is to revert to a full application of our in-house voting rules.

Mgmt For ForElect Director Ozawa, Satoshi 2.3

Mgmt For ForElect Director Kodaira, Nobuyori 2.4

Mgmt For ForElect Director Kato, Mitsuhisa 2.5

Mgmt For ForElect Director Maekawa, Masamoto 2.6

Mgmt For ForElect Director Furuhashi, Mamoru 2.7

Mgmt For ForElect Director Ihara, Yasumori 2.8

Mgmt For ForElect Director Sudo, Seiichi 2.9

Mgmt For ForElect Director Saga, Koei 2.10

Mgmt For ForElect Director Ise, Kiyotaka 2.11

Mgmt For ForElect Director Terashi, Shigeki 2.12

Mgmt For ForElect Director Ishii, Yoshimasa 2.13

Page 44 of 55



Toyota Motor Corp. Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt For ForElect Director Uno, Ikuo 2.14

Voter Rationale: F&C welcomes the introduction of this outside director on to the Toyota board. We support his election with trust that his will fulfill their fudiciary responsibilities to all shareholders - including minority, international investors. We encourage the board to appoint an outside director to serve as the communication point for international institutional investors - like in the way Senior Independent Director (SID) is appointed on US/UK boards.

Mgmt For ForElect Director Kato, Haruhiko 2.15

Voter Rationale: F&C welcomes the introduction of this independent director on to the Toyota board. We support his election with trust that his will fulfill their fudiciary responsibilities to all shareholders - including minority, international investors. We encourage the board to appoint an outside/independent director to serve as the communication point for international institutional investors - like in the way Senior Independent Director (SID) is appointed on US/UK boards.

Mgmt For ForElect Director Mark T. Hogan 2.16

Voter Rationale: F&C welcomes the introduction of this outside director on to the Toyota board. We support his election with trust that his will fulfill their fudiciary responsibilities to all shareholders - including minority, international investors. We encourage the board to appoint an outside director to serve as the communication point for international institutional investors - like in the way Senior Independent Director (SID) is appointed on US/UK boards.

Mgmt For ForAmend Articles To Indemnify Directors 3

Mgmt For ForApprove Annual Bonus Payment to Directors 4

Tractor Supply Company


Meeting Type: Annual Ticker: TSCO

ISIN: US8923561067 SEDOL: 2900335


Vote Instruction

1.1 Elect Director James F. Wright Mgmt For For

Mgmt For ForElect Director Johnston C. Adams 1.2

Mgmt For ForElect Director Peter D. Bewley 1.3

Mgmt For ForElect Director Jack C. Bingleman 1.4

Mgmt For ForElect Director Richard W. Frost 1.5

Mgmt For ForElect Director Cynthia T. Jamison 1.6

Mgmt For ForElect Director George MacKenzie 1.7

Mgmt For ForElect Director Edna K. Morris 1.8

Page 45 of 55



Tractor Supply CompanyProposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt For ForElect Director Gregory A. Sandfort 1.9



3


Tullow Oil plc


Meeting Type: Annual Ticker: TLW

ISIN: GB0001500809 SEDOL: 0150080


Vote Instruction




Voter Rationale: As noted in our vote at the 2011 AGM, we are concerned that the use of a fixed maximum number of shares for Performance Share Plan (PSP) awards has resulted in excessive payout ratios and recommend granting awards as a percentage of base salary in line with UK market practice, which we believe provides a safeguard against significant volatility in potential payouts. However, we welcome that the proposed Tullow Incentive Plan (TIP), which will replace the PSP, does not involve the use of fixed maximum share awards anymore.

Mgmt For ForElect Anne Drinkwater as Director 4

Mgmt For ForRe-elect Tutu Agyare as Director 5

Mgmt For ForRe-elect David Bamford as Director 6

Mgmt For ForRe-elect Ann Grant as Director 7

Mgmt For ForRe-elect Aidan Heavey as Director 8

Mgmt For ForRe-elect Steve Lucas as Director 9

Mgmt For ForRe-elect Graham Martin as Director 10

Mgmt For ForRe-elect Angus McCoss as Director 11

Mgmt For ForRe-elect Paul McDade as Director 12

Page 46 of 55



Tullow Oil plc Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt For ForRe-elect Ian Springett as Director 13

Mgmt For ForRe-elect Simon Thompson as Director 14

Mgmt For ForReappoint Deloitte LLP as Auditors 15

Mgmt For ForAuthorise the Audit Commitee to Fix Remuneration of Auditors

16



18


19

Mgmt For ForApprove Tullow Incentive Plan 20

Voter Rationale: While we have some concern over the lack of clarity on the exact targets to be used for the balanced scorecard in the new Tullow Incentive Plan (TIP), we welcome the company’s commitment to provide a meaningful level of retrospective disclosure. This commitment is supported by the company’s efforts to consult with shareholders on its remuneration report and its openness to feedback, as well as the detailed information provided in the remuneration report on the targets used for the 2012 bonus scheme. However, we remain concerned by the high cap for potential individual awards at 600% of salary. We also note that the transitional arrangements of the TIP could lead to substantial awards on the basis of one-year relative TSR performance, which potentially presents incentives for management to maximise short-term share price performance at the expense of longer-term sustainability. However, we recognise that the overall structure of the TIP – with the bulk of awards payable in deferred equity with a 5 year holding period – should reduce the appeal to executives of following a short-term strategy.

Mgmt For ForApprove Employee Share Award Plan 21

Mgmt For ForApprove Share Incentive Plan 22

U.S. Bancorp


Meeting Type: Annual Ticker: USB

ISIN: US9029733048 SEDOL: 2736035


Vote Instruction

1a Elect Director Douglas M. Baker, Jr. Mgmt For Against

Voter Rationale: D. Baker is not sufficiently independent from fellow directors J. Johnson and J. Levin who evaluate and determine compensation for Mr. Baker at Ecolab. This type of director interlock is poor practice.

Mgmt For ForElect Director Y. Marc Belton 1b

Page 47 of 55



U.S. Bancorp Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt Against ForElect Director Victoria Buyniski Gluckman 1c

Voter Rationale: V. Buyniski Gluckman lacks independence due to a familial relationship with a bank employee as well as long tenure in excess of 12 years. She should no longer serve on the audit, compensation or nominating committees.

Mgmt Against ForElect Director Arthur D. Collins, Jr. 1d

Voter Rationale: Boards where more than 33% We oppose A. Collins, the chairman of the nominating committee, because the US Bancorp board follows poor practice. The independence of its directors is compromised by many factors including inappropriate board interlocks and familial relationships with employees. In addition, more than one-third of the non-executive directors have served for more than 12 years. Long service can erode independence as directors become close to management and each other, and overly invested in prior strategic decisions.

Mgmt For ForElect Director Richard K. Davis 1e


Mgmt Against ForElect Director Roland A. Hernandez 1f

Voter Rationale: R. Hernandez because sits on the boards of more than four companies. Directors must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For ForElect Director Doreen Woo Ho 1g

Mgmt Against ForElect Director Joel W. Johnson 1h

Voter Rationale: J. Johnson has served on the board for more than 12 years. Long service erodes independence and he should no longer serve on the audit, compensation or nominating committees.

Mgmt For ForElect Director Olivia F. Kirtley 1i

Mgmt Against ForElect Director Jerry W. Levin 1j

Voter Rationale: J. Levin lacks independence due to long tenure in excess of 12 years and yet sits on key board committees.

Mgmt Against ForElect Director David B. O'Maley 1k

Voter Rationale: D. O'Maley lacks independence due to long tenure in excess of 12 years and yet sits on key board committees.

Mgmt Against ForElect Director O'dell M. Owens 1l

Voter Rationale: O. Owens lacks independence due to a familial relationship with a bank employee, as well as from long tenure in excess of 12 years.

Mgmt For ForElect Director Craig D. Schnuck 1m

Mgmt Against ForElect Director Patrick T. Stokes 1n

Voter Rationale: P. Stokes lacks independence due to long tenure in excess of 12 years and yet sits on key board committees.


Page 48 of 55



U.S. Bancorp Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction


3

Voter Rationale: Once again, we voted against the compensation plan because the one-year RoE performance metric is too short-term for a so-called long-term incentive plan. We recommend that the company consider using a risk-adjusted award in future. While we applaud the committee for utilizing a peer group to evaluate relative performance – we believe that performance targets should not pay out when a company achieves bottom quartile performance. This undermines a pay-for-performance approach which should reward above-average performance. Such practices blunt the impact of variable pay. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice for large companies.

SH For AgainstRequire Independent Board Chairman 4

Voter Rationale: Appointing a fully independent chairman creates a balance of power that is more conducive to long-term performance. A board headed by management cannot reasonably provide the best oversight and evaluation of management's performance.

Umicore

Meeting Date: 30-Apr-13 Country: Belgium

Meeting Type: Annual/Special Ticker: UMI

ISIN: BE0003884047 SEDOL: 4005001


Vote Instruction

Annual Meeting Mgmt

Mgmt Receive Directors' and Auditors' Reports (Non-Voting)

1

Mgmt Against ForApprove Remuneration Report 2

Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.

Mgmt For ForApprove Financial Statements, Allocation of Income, and Dividends of EUR 1.00 per Share

3

Mgmt Receive Consolidated Financial Statements and Statutory Reports (Non-Voting)

4

Mgmt For ForApprove Discharge of Directors 5

Mgmt For ForApprove Discharge of Auditors 6

Mgmt For ForReelect Isabelle Bouillot as Director 7.1

Mgmt For ForReelect Shohei Naito as Director 7.2

Page 49 of 55



Umicore Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt For ForElect Frans van Daele as Independent Director 7.3

Mgmt For ForElect Barabara Kux as Independent Director 7.4

Mgmt For ForApprove Remuneration of Directors 7.5

Mgmt Special Meeting

Mgmt For ForAuthorize Repurchase of Up to 10 Percent of Issued Share Capital

1

Under Armour, Inc.


Meeting Type: Annual Ticker: UA

ISIN: US9043111072 SEDOL: B0PZN11


Vote Instruction

1.1 Elect Director Kevin A. Plank Mgmt For For


Mgmt For ForElect Director Byron K. Adams, Jr. 1.2

Mgmt For ForElect Director Douglas E. Coltharp 1.3

Mgmt For ForElect Director Anthony W. Deering 1.4

Mgmt For ForElect Director A.B. Krongard 1.5

Mgmt Withhold ForElect Director William R. McDermott 1.6

Voter Rationale: This director's commitments, as a top officer and director at more than two public companies, is excessive and likely to jeopardize the ability to provide appropriate oversight on all boards. CEOs and CFOs make valuable board members but also face tremendous demands on their time.

Mgmt For ForElect Director Eric T. Olson 1.7

Mgmt For ForElect Director Brenda Piper 1.8

Mgmt For ForElect Director Harvey L. Sanders 1.9

Mgmt For ForElect Director Thomas J. Sippel 1.10


2

Page 50 of 55



Under Armour, Inc. Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt For ForAmend Executive Incentive Bonus Plan 3


Union Pacific Corporation


Meeting Type: Annual Ticker: UNP

ISIN: US9078181081 SEDOL: 2914734


Vote Instruction

1.1 Elect Director Andrew H. Card, Jr. Mgmt For For

Mgmt For ForElect Director Erroll B. Davis, Jr. 1.2

Mgmt For ForElect Director Thomas J. Donohue 1.3

Mgmt For ForElect Director Archie W. Dunham 1.4

Mgmt For ForElect Director Judith Richards Hope 1.5

Mgmt For ForElect Director John J. Koraleski 1.6

Mgmt For ForElect Director Charles C. Krulak 1.7

Mgmt For ForElect Director Michael R. McCarthy 1.8

Mgmt For ForElect Director Michael W. McConnell 1.9

Mgmt For ForElect Director Thomas F. McLarty, III 1.10

Mgmt For ForElect Director Steven R. Rogel 1.11

Mgmt For ForElect Director Jose H. Villarreal 1.12

Mgmt For ForElect Director James R. Young 1.13



Page 51 of 55



Union Pacific Corporation Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction


3


Mgmt For ForApprove Omnibus Stock Plan 4



USS Co., Ltd.



ISIN: JP3944130008 SEDOL: 6171494


Vote Instruction


Mgmt For For

Mgmt For ForElect Director Ando, Yukihiro 2.1

Mgmt For ForElect Director Tamura, Fumihiko 2.2

Mgmt For ForElect Director Seta, Dai 2.3

Mgmt For ForElect Director Masuda, Motohiro 2.4

Mgmt For ForElect Director Mishima, Toshio 2.5

Mgmt For ForElect Director Yamanaka, Masafumi 2.6

Mgmt For ForElect Director Ikeda, Hiromitsu 2.7

Mgmt For ForElect Director Akase, Masayuki 2.8

Mgmt For ForElect Director Okada, Hideo 2.9

Mgmt For ForElect Director Hayashi, Isamu 2.10

Mgmt For ForElect Director Madono, Satoru 2.11

Page 52 of 55



USS Co., Ltd. Proposal Number Proponent Proposal Mgmt Rec

Vote Instruction

Mgmt For ForElect Director Sato, Koji 2.12

Mgmt For ForAppoint Statutory Auditor Suzuki, Fumio 3.1

Mgmt For ForAppoint Statutory Auditor Niwa, Toru 3.2

Mgmt For ForAppoint Statutory Auditor Miyazaki, Ryoichi 3.3

VeriFone Systems, Inc.


Meeting Type: Annual Ticker: PAY

ISIN: US92342Y1091 SEDOL: B07RH68


Vote Instruction

1.1 Elect Director Robert W. Alspaugh Mgmt For For

Mgmt For ForElect Director Leslie G. Denend 1.2

Mgmt For ForElect Director Alex W. (Pete) Hart 1.3

Mgmt For ForElect Director Robert B. Henske 1.4

Mgmt For ForElect Director Richard A. McGinn 1.5

Mgmt For ForElect Director Wenda Harris Millard 1.6

Mgmt For ForElect Director Eitan Raff 1.7

Mgmt For ForElect Director Jeffrey E. Stiefler 1.8


Voter Rationale: The grant rate is too high, and may lead to excessive dilution. Furthermore, executive pay is not effectively linked to company performance. Performance targets should be clearly disclosed and stretching, and the compensation committee should do more to establish compensation packages that build shareholder value over time.


3

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time.


Page 53 of 55



W.W. Grainger, Inc.


Meeting Type: Annual Ticker: GWW

ISIN: US3848021040 SEDOL: 2380863


Vote Instruction

1.1 Elect Director Brian P. Anderson Mgmt For Withhold

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board. Furthermore, the board should not contain a significant number of directors with board tenure in excess of 12 years. The nominating committee should remove directors who have long board tenure from committees that require absolute independence.

Mgmt For ForElect Director V. Ann Hailey 1.2

Mgmt For ForElect Director William K. Hall 1.3

Mgmt For ForElect Director Stuart L. Levenick 1.4

Mgmt Withhold ForElect Director John W. McCarter, Jr. 1.5


Mgmt Withhold ForElect Director Neil S. Novich 1.6


Mgmt For ForElect Director Michael J. Roberts 1.7

Mgmt For ForElect Director Gary L. Rogers 1.8

Mgmt For ForElect Director James T. Ryan 1.9


Mgmt For ForElect Director E. Scott Santi 1.10

Mgmt Withhold ForElect Director James D. Slavik 1.11




3


Page 54 of 55



Williams-Sonoma, Inc.


Meeting Type: Annual Ticker: WSM

ISIN: US9699041011 SEDOL: 2967589


Vote Instruction

1.1 Elect Director Laura J. Alber Mgmt For For

Mgmt For ForElect Director Adrian D.P. Bellamy 1.2

Mgmt For ForElect Director Rose Marie Bravo 1.3

Mgmt For ForElect Director Mary Ann Casati 1.4

Mgmt For ForElect Director Patrick J. Connolly 1.5

Mgmt For ForElect Director Adrian T. Dillon 1.6

Mgmt For ForElect Director Anthony A. Greener 1.7

Mgmt For ForElect Director Ted W. Hall 1.8

Mgmt For ForElect Director Michael R. Lynch 1.9

Mgmt For ForElect Director Lorraine Twohill 1.10


2



Page 55 of 55