sei investments europe ltd all votes report. · 1k elect director inge g. thulin mgmt for for voter...

Reo@ Voting Report

SEI Investments Europe Ltd All Votes Report.

VOTING RECORDS

FROM:01/04/2018 TO: 30/06/2018

SEI Investments (Europe) Ltd All Votes Report

Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018

3M Company

Meeting Date: 05/08/2018 Country: USA

Meeting Type: Annual Ticker: MMM

Primary ISIN: US88579Y1010 Primary SEDOL: 2595708

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Sondra L. Barbour 1a

Mgmt For For Elect Director Thomas 'Tony' K. Brown 1b

Mgmt For For Elect Director David B. Dillon 1c

Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt Against For Elect Director Michael L. Eskew 1d

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Herbert L. Henkel 1e


Mgmt For For Elect Director Amy E. Hood 1f

Mgmt For For Elect Director Muhtar Kent 1g

Mgmt Against For Elect Director Edward M. Liddy 1h

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Gregory R. Page 1i


Mgmt For For Elect Director Michael F. Roman 1j

Mgmt For For Elect Director Inge G. Thulin 1k

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Moreover, 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 For Elect Director Patricia A. Woertz 1l

Page 1 of 262



3M Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2

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.

Mgmt Against For Advisory 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. In addition, 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.

SH For Against Amend Bylaws -- Call Special Meetings 4

Voter Rationale: Holders of significant share capital should be entitled to call a special meeting. A total holding requirement of 5% is a suitable threshold to prevent abuse.

SH Abstain Against Consider Pay Disparity Between Executives and Other Employees

5

Voter Rationale: The proposal is overly prescriptive. However, we encourage companies to monitor pay trends regularly as part of their internal assessment of their compensation practices and to take action where growing disparity is evident.

AbbVie Inc.


Meeting Type: Annual Ticker: ABBV

Primary ISIN: US00287Y1091 Primary SEDOL: B92SR70

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Roxanne S. Austin Mgmt For For

Mgmt For For Elect Director Richard A. Gonzalez 1.2

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 For Elect Director Rebecca B. Roberts 1.3

Mgmt For For Elect Director Glenn F. Tilton 1.4

Mgmt For For Ratify Ernst & Young LLP as Auditors 2


3

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

Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4

Page 2 of 262



AbbVie Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Declassify the Board of Directors 5

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 For Eliminate Supermajority Vote Requirement to Amend Bylaws

6

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

SH For Against Report on Lobbying Payments and Policy 7

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.

SH For Against Require Independent Board Chairman 8

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.

SH For Against Report on Integrating Risks Related to Drug

Pricing into Senior Executive Compensation 9

Voter Rationale: Compensation committees should consider targets linking environmental and social management objectives to compensation where poor management of these can impact long-term shareholder value as this can be a vital component of corproate performance. Targets should be clearly disclosed and stretching, and the compensation policy should be designed to incentivize truly exceptional performance.

Adler Modemaerkte AG

Meeting Date: 05/09/2018 Country: Germany

Meeting Type: Annual Ticker: ADD

Primary ISIN: DE000A1H8MU2 Primary SEDOL: B62T2F5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Financial Statements and Statutory Reports for Fiscal 2017 (Non-Voting)

Mgmt

Mgmt For For Approve Allocation of Income and Dividends of EUR 0.05 per Share

2

Mgmt For For Approve Discharge of Management Board Member Thomas Freude for Fiscal 2017

3.1

Mgmt For For Approve Discharge of Management Board Karsten Odemann for Fiscal 2017

3.2

Page 3 of 262



Adler Modemaerkte AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Withhold Discharge of Management Board

Member Andrew Thorndike for Fiscal 2017 3.3

Voter Rationale: A vote AGAINST the proposal to withhold discharge of the former management board member Andrew Thorndike (Item 3.3) is warranted as the company has failed to provide an explanation for this, and there is no evidence that he did not fulfill his fiduciary duties during his term in office.

Mgmt For For Approve Discharge of Management Board Member Lothar Schaefer for Fiscal 2017

3.4

Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2017

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 PricewaterhouseCoopers GmbH as Auditors for Fiscal 2018

5

Mgmt Against For Elect Wolfgang Burgard to the Supervisory Board

6.1

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. . In addition, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. Moreover, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt Against For Elect Cosimo Carbonelli D'Angelo to the Supervisory Board

6.2

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt For For Elect Kirsten Fox to the Supervisory Board 6.3

Mgmt Against For Elect Giorgio Mercogliano to the Supervisory

Board 6.4

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.

Mgmt Against For Elect Massimiliano Monti to the Supervisory

Board 6.5

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.. In addition, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. Moreover, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. Finally, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Page 4 of 262



Adler Modemaerkte AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Paola Viscardi-Giazzi to the Supervisory

Board 6.6

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt Against For Approve Remuneration System for Management Board Members

7

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. Moreover, individual executive remuneration should be both disclosed and voted upon. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Aflac Incorporated


Meeting Type: Annual Ticker: AFL

Primary ISIN: US0010551028 Primary SEDOL: 2026361

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Daniel P. Amos Mgmt For For

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Also, 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 For Elect Director W. Paul Bowers 1b

Mgmt For For Elect Director Toshihiko Fukuzawa 1c

Mgmt Against For Elect Director Douglas W. Johnson 1d

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, this director is not sufficiently independent to serve as the independent lead director.

Mgmt Against For Elect Director Robert B. Johnson 1e

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Page 5 of 262



Aflac Incorporated Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Thomas J. Kenny 1f

Mgmt For For Elect Director Karole F. Lloyd 1g

Mgmt For For Elect Director Joseph L. Moskowitz 1h

Mgmt Against For Elect Director Barbara K. Rimer 1i

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Katherine T. Rohrer 1j


Mgmt For For Elect Director Melvin T. Stith 1k



2

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Also, 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 Ratify KPMG LLP as Auditors 3


Agricultural Bank of China Limited

Meeting Date: 05/11/2018 Country: China

Meeting Type: Annual Ticker: 1288

Primary ISIN: CNE100000RJ0 Primary SEDOL: B620Y41

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

AGM BALLOT FOR HOLDERS OF H SHARES Mgmt

Mgmt For For Approve 2017 Work Report of the Board of Directors

1

Mgmt For For Approve 2017 Work Report of the Board of Supervisors

2

Mgmt For For Approve 2017 Final Financial Accounts 3

Mgmt For For Approve 2017 Profit Distribution Plan 4

Page 6 of 262



Agricultural Bank of China Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as External Auditors

5

Mgmt Against For Approve Issuance of Equity or Equity-Linked

Securities without Preemptive Rights 6

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.

SH For For Elect Xiao Xing as Director 7

SH For For Approve Adjustments to the Authorization Granted to the Board to Make External

Donations

8

SH Against For Elect Hu Xiaohui as Director 9

Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Alchemia S.A.

Meeting Date: 05/17/2018 Country: Poland

Meeting Type: Annual Ticker: ALC

Primary ISIN: PLGRBRN00012 Primary SEDOL: 5518768

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 For For Approve Financial Statements 6

Voter Rationale: 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 7

Mgmt For For Approve Management Board Report on Group's

Operations 8

Mgmt For For Approve Supervisory Board Report 9

Mgmt For For Approve Allocation of Income 10

Page 7 of 262



Alchemia S.A. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Amend June 17, 2015, AGM, Resolution Re:

Share Repurchase Program 11

Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.

Mgmt For For Approve Discharge of Karina Wsciubiak-Hanko (CEO)

12.1

Mgmt For For Approve Discharge of Marek Misiakiewicz (Deputy CEO)

12.2

Mgmt For For Approve Discharge of Janusz Siemieniec (Management Board Member)

12.3

Mgmt For For Approve Discharge of Wojciech Zymek (Supervisory Board Chairman)

13.1

Mgmt For For Approve Discharge of Arkadiusz Krezel (Supervisory Board Deputy Chairman)

13.2

Mgmt For For Approve Discharge of Miroslaw Kutnik (Supervisory Board Secretary)

13.3

Mgmt For For Approve Discharge of Dariusz Jarosz (Supervisory Board Member)

13.4

Mgmt For For Approve Discharge of Jaroslaw Antosik (Supervisory Board Member)

13.5

Mgmt Against For Recall Supervisory Board Member 14.1

Voter Rationale: Companies should provide sufficient information on the directors to be recalled at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

Mgmt Against For Elect Supervisory Board Member 14.2

Voter Rationale: Companies should provide sufficient information on the directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

Mgmt Against For Transact Other Business 15

Voter Rationale: Any Other Business should not be a voting item.

Mgmt Close Meeting 16

Allianz SE


Meeting Type: Annual Ticker: ALV

Primary ISIN: DE0008404005 Primary SEDOL: 5231485

Did Not Vote Due to Ballot Shareblocking

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Receive Financial Statements and Statutory

Reports for Fiscal 2017 (Non-Voting) Mgmt

Page 8 of 262



Allianz SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Do Not Vote For Approve Allocation of Income and Dividends of

EUR 8.00 per Share 2

Mgmt Do Not Vote For Approve Discharge of Management Board for

Fiscal 2017 3

Mgmt Do Not Vote For Approve Discharge of Supervisory Board for

Fiscal 2017 4

Mgmt Do Not Vote For Approve Creation of EUR 335 Million Pool of Capital with Partial Exclusion of Preemptive Rights

5

Mgmt Do Not Vote For Approve Creation of EUR 15 Million Pool of

Capital for Employee Stock Purchase Plan 6

Mgmt Do Not Vote For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 15 Billion; Approve Creation of EUR 250 Million Pool of Capital to Guarantee Conversion Rights

7

Mgmt Do Not Vote For Authorize Acquisition of Repurchased Shares for

Trading Purposes 8

Mgmt Do Not Vote For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares without Preemptive Rights

9

Mgmt Do Not Vote For Authorize Use of Financial Derivatives when

Repurchasing Shares 10

Mgmt Do Not Vote For Approve Remuneration of Supervisory Board 11

Mgmt Do Not Vote For Approve Control Agreement with Allianz Asset

Management GmbH 12

Mgmt Do Not Vote For Approve Affiliation Agreement with Allianz

Climate Solutions GmbH 13

Alps Logistics Co. Ltd

Meeting Date: 06/20/2018 Country: Japan


Primary ISIN: JP3126450000 Primary SEDOL: 6050764

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 9

Mgmt For For

Mgmt For For Amend Articles to Amend Business Lines 2

Mgmt For For Elect Director Usui, Masaru 3.1

Page 9 of 262



Alps Logistics Co. Ltd Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Saeki, Kazuyoshi 3.2

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

Mgmt Against For Elect Director Shimohiro, Katsuhiko 3.3


Mgmt Against For Elect Director Fukiyama, Koji 3.4


Mgmt Against For Elect Director Mushiake, Toshiyuki 3.5


Mgmt Against For Elect Director Kurita, Yukitake 3.6


Mgmt Against For Elect Director Kataoka, Masataka 3.7


Mgmt Against For Elect Director Kanda, Takashi 3.8


Mgmt For For Elect Director and Audit Committee Member Oyama, Takashi

4.1

Mgmt Against For Elect Director and Audit Committee Member Toyama, Teijiro

4.2


Mgmt Against For Elect Director and Audit Committee Member Nakamura, Kunihiko

4.3


Mgmt For For Elect Director and Audit Committee Member Ohashi, Susumu

4.4

Altria Group, Inc.


Meeting Type: Annual Ticker: MO

Primary ISIN: US02209S1033 Primary SEDOL: 2692632

Page 10 of 262



Altria Group, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director John T. Casteen, III Mgmt For For

Mgmt Against For Elect Director Dinyar S. Devitre 1.2

Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. The Company is encouraged to review this position before their next AGM.

Mgmt Against For Elect Director Thomas F. Farrell, II 1.3

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Director Debra J. Kelly-Ennis 1.4

Mgmt For For Elect Director W. Leo Kiely, III 1.5

Mgmt For For Elect Director Kathryn B. McQuade 1.6

Mgmt Against For Elect Director George Munoz 1.7

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. The Company is encouraged to review this position before their next AGM.

Mgmt For For Elect Director Mark E. Newman 1.8

Mgmt For For Elect Director Nabil Y. Sakkab 1.9

Mgmt For For Elect Director Virginia E. Shanks 1.10

Mgmt For For Elect Director Howard A. Willard, III 1.11





3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, 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. The Company is encouraged to review this position before their next AGM.

SH Against Against Reduce Nicotine Levels in Tobacco Products 4

Voter Rationale: The information and action that the proponent is asking for is too prescriptive, and would be better addressed through industry-wide and local governmental regulations.

Page 11 of 262



American Express Company


Meeting Type: Annual Ticker: AXP


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Charlene Barshefsky Mgmt For For

Mgmt For For Elect Director John J. Brennan 1b

Mgmt For For Elect Director Peter Chernin 1c

Mgmt For For Elect Director Ralph de la Vega 1d

Mgmt For For Elect Director Anne L. Lauvergeon 1e

Mgmt For For Elect Director Michael O. Leavitt 1f

Mgmt For For Elect Director Theodore J. Leonsis 1g

Mgmt For For Elect Director Richard C. Levin 1h

Mgmt For For Elect Director Samuel J. Palmisano 1i

Mgmt For For Elect Director Stephen J. Squeri 1j


Mgmt For For Elect Director Daniel L. Vasella 1k

Mgmt For For Elect Director Ronald A. Williams 1l

Mgmt For For Elect Director Christopher D. Young 1m



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. In addition, 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. Moreover, 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.

SH Against Against Provide Right to Act by Written Consent 4



Page 12 of 262



Amgen Inc.


Meeting Type: Annual Ticker: AMGN


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Wanda M. Austin Mgmt For For

Mgmt For For Elect Director Robert A. Bradway 1.2

Mgmt For For Elect Director Brian J. Druker 1.3

Mgmt For For Elect Director Robert A. Eckert 1.4

Mgmt For For Elect Director Greg C. Garland 1.5

Mgmt For For Elect Director Fred Hassan 1.6

Mgmt For For Elect Director Rebecca M. Henderson 1.7

Mgmt For For Elect Director Frank C. Herringer 1.8

Mgmt For For Elect Director Charles M. Holley, Jr. 1.9

Mgmt For For Elect Director Tyler Jacks 1.10

Mgmt For For Elect Director Ellen J. Kullman 1.11

Mgmt For For Elect Director Ronald D. Sugar 1.12

Mgmt For For Elect Director R. Sanders Williams 1.13

Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation

2


SH For Against Report on Integrating Risks Related to Drug Pricing into Senior Executive Compensation

4

Annaly Capital Management, Inc.


Meeting Type: Annual Ticker: NLY


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Wellington J. Denahan Mgmt For Against

Page 13 of 262



Annaly Capital Management, Inc. Proposal

Number

Proponent

Proposal Text

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. Furthermore, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director Michael Haylon 1b

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 Against For Elect Director Donnell A. Segalas 1c

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. Furthermore, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Katie Beirne Fallon 1d

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. Furthermore, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Vicki Williams 1e


Mgmt For For Advisory Vote to Ratify Named Executive

Officers' Compensation 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.


Anthem, Inc.


Meeting Type: Annual Ticker: ANTM

Primary ISIN: US0367521038 Primary SEDOL: BSPHGL4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Lewis Hay, III Mgmt For For

Page 14 of 262



Anthem, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Against For Elect Director Julie A. Hill 1b

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, 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 For Elect Director Antonio F. Neri 1c


Mgmt Against For Elect Director Ramiro G. Peru 1d

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, 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 Against For Advisory Vote to Ratify Named Executive



Mgmt For For Provide Right to Call Special Meeting 4

SH For Against Amend Bylaws - Call Special Meetings 5

Voter Rationale: The proposed special meeting right is less restrictive than the special meeting right proposed by the board in Item 4 above, and represents an improvement for shareholders as they do not currently have the right to call special meetings.

ASCOPIAVE S.P.A.

Meeting Date: 04/26/2018 Country: Italy

Meeting Type: Annual Ticker: ASC

Primary ISIN: IT0004093263 Primary SEDOL: B1JMNT3

Page 15 of 262



ASCOPIAVE S.P.A.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Ordinary Business Mgmt

Mgmt For For Approve Financial Statements, Statutory

Reports, and Allocation of Income 1


Mgmt Against For Approve Remuneration Policy 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. In addition, 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. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Amend Long-Term Incentive Plan 2015-2017 3

Mgmt Against For Approve Long-Term Incentive Plan 2018-2020 4

Voter Rationale: This plan could lead to excessive dilution.

Mgmt Against For Authorize Share Repurchase Program and

Reissuance of Repurchased Shares 5

Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company. Moreover, any request to use financial derivatives when repurchasing shares should be fully explained and justified by the company.

ASGN Incorporated


Meeting Type: Annual Ticker: ASGN

Primary ISIN: US00191U1025 Primary SEDOL: BFY8W20

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jeremy M. Jones Mgmt For For

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, 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. Companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Page 16 of 262



ASGN Incorporated Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Mariel A. Joliet 1.2


Mgmt For For Elect Director Marty R. Kittrell 1.3



2

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Also, 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. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3


Asia United Bank Corporation

Meeting Date: 06/22/2018 Country: Philippines

Meeting Type: Annual Ticker: AUB

Primary ISIN: PHY0392K1044 Primary SEDOL: B94Q2F5

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Elect 9 Directors by Cumulative Voting Mgmt

Mgmt For For Elect Ramon Y. Sy as Director 1.1.1

Mgmt For For Elect Abraham T. Co as Director 1.1.2

Mgmt For For Elect Manuel A. Gomez as Director 1.1.3

Mgmt For For Elect Jacob C. Ng as Director 1.1.4

Mgmt For For Elect Lily K. Gruba as Director 1.1.5

Mgmt Withhold For Elect George T. Chua as Director 1.1.6


Mgmt For For Elect Adolfo S. Azcuna as Director 1.1.7

Page 17 of 262



Asia United Bank Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Maria Gracia M. Pulido Tan as Director 1.1.8

Mgmt For For Elect Alfonso G. Siy as Director 1.1.9

Mgmt For For Approve Minutes of Previous Annual

Stockholders' Meeting 2

Mgmt For For Approve 2017 Annual Report 3

Mgmt For For Ratify All Acts and Resolutions of the Board of Directors and Management from Date of Last Stockholders' Meeting to June 22, 2018

4

Mgmt For For Elect SyCip Gorres Velayo & Co. as External

Auditor 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 Against For Approve Other Matters 6


AT&T Inc.


Meeting Type: Annual Ticker: T

Primary ISIN: US00206R1023 Primary SEDOL: 2831811

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Randall L. Stephenson Mgmt For For


Mgmt For For Elect Director Samuel A. Di Piazza, Jr. 1.2

Mgmt For For Elect Director Richard W. Fisher 1.3

Mgmt For For Elect Director Scott T. Ford 1.4

Mgmt For For Elect Director Glenn H. Hutchins 1.5

Mgmt For For Elect Director William E. Kennard 1.6

Mgmt For For Elect Director Michael B. McCallister 1.7

Mgmt For For Elect Director Beth E. Mooney 1.8

Mgmt Against For Elect Director Joyce M. Roche 1.9

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 18 of 262



AT&T Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Matthew K. Rose 1.10

Mgmt For For Elect Director Cynthia B. Taylor 1.11

Mgmt Against For Elect Director Laura D'Andrea Tyson 1.12

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Geoffrey Y. Yang 1.13



3


Mgmt For For Amend Stock Purchase and Deferral Plan 4

Mgmt Against For Approve Omnibus Stock Plan 5

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Also, 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.



SH For Against Amend Proxy Access Right 7

Voter Rationale: Shareholders should have the right to reasonable access to the proxy, including the nomination of directors to the board. Such a practice encourages greater accountability of directors to the shareholders whose interests they represent. Similar proxy access in other developed markets has not lead to problematic elections, as some companies fear.




Voter Rationale: Qualified investors should have the opportunity to put resolutions to all shareholders, either in a company meeting or by expressing their intentions through the mail. A total holding requirement of 5% is a suitable threshold to avoid abuse.

Page 19 of 262



Avery Dennison Corporation


Meeting Type: Annual Ticker: AVY


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Bradley A. Alford Mgmt For For


Mgmt For For Elect Director Anthony K. Anderson 1b


Mgmt Against For Elect Director Peter K. Barker 1c

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Mitchell R. Butier 1d

Mgmt For For Elect Director Ken C. Hicks 1e

Mgmt For For Elect Director Andres A. Lopez 1f

Mgmt Against For Elect Director David E.I. Pyott 1g

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, this director is not sufficiently independent to serve as the independent lead director.

Mgmt Against For Elect Director Dean A. Scarborough 1h

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Against For Elect Director Patrick T. Siewert 1i

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 20 of 262



Avery Dennison Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Julia A. Stewart 1j

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Martha N. Sullivan 1k


2

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, 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.



Avidbank Holdings, Inc.


Meeting Type: Annual Ticker: AVBH

Primary ISIN: US05368J1034 Primary SEDOL: B3XR1X8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Mark D. Mordell Mgmt For For

Voter Rationale: The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, 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 For Elect Director Kristofer W. Biorn 1.2

Mgmt For For Elect Director Kenneth D. Brenner 1.3

Voter Rationale: The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Lisa B. Hendrickson 1.4

Page 21 of 262



Avidbank Holdings, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Bryan C. Polster 1.5

Voter Rationale: In the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.

Mgmt For For Elect Director Roxy H. Rapp 1.6

Mgmt For For Elect Director Michael F. Rosinus 1.7

Mgmt For For Elect Director Robert H. Scott 1.8

Mgmt For For Elect Director Marc J. Verissimo 1.9

Mgmt For For Ratify Crowe Horwath LLP as Auditors 2

Mgmt Against For Amend Omnibus Stock Plan 3

Voter Rationale: This plan could lead to excessive dilution. Furthermore, 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. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, 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. Lastly, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

Aviva plc

Meeting Date: 05/10/2018 Country: United Kingdom

Meeting Type: Annual Ticker: AV.

Primary ISIN: GB0002162385 Primary SEDOL: 0216238

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory

Reports Mgmt For For

Mgmt For For Approve Remuneration Report 2

Mgmt For For Approve Remuneration Policy 3

Mgmt For For Approve Final Dividend 4

Mgmt For For Elect Maurice Tulloch as Director 5

Mgmt For For Re-elect Claudia Arney as Director 6

Mgmt For For Re-elect Glyn Barker as Director 7

Mgmt For For Re-elect Andy Briggs as Director 8

Mgmt For For Re-elect Patricia Cross as Director 9

Mgmt For For Re-elect Belen Romana Garcia as Director 10

Page 22 of 262



Aviva plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Michael Hawker as Director 11

Mgmt For For Re-elect Michael Mire as Director 12

Mgmt For For Re-elect Sir Adrian Montague as Director 13

Mgmt For For Re-elect Tom Stoddard as Director 14

Mgmt For For Re-elect Keith Williams as Director 15

Mgmt For For Re-elect Mark Wilson as Director 16

Mgmt For For Reappoint PricewaterhouseCoopers LLP as

Auditors 17

Mgmt For For Authorise the Audit Committee to Fix

Remuneration of Auditors 18

Mgmt For For Authorise EU Political Donations and

Expenditure 19

Mgmt For For Authorise Issue of Equity with Pre-emptive

Rights 20

Mgmt For For Authorise Issue of Equity without Pre-emptive

Rights 21

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment

22

Mgmt For For Authorise Issue of Equity in Relation to Any

Issuance of SII Instruments 23

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Relation to Any Issuance of SII Instruments

24

Mgmt For For Authorise Market Purchase of Ordinary Shares 25

Mgmt For For Authorise Market Purchase of 8 3/4 %

Preference Shares 26

Mgmt For For Authorise Market Purchase of 8 3/8 %

Preference Shares 27

Mgmt For For Authorise the Company to Call General Meeting

with Two Weeks' Notice 28

Mgmt For For Adopt New Articles of Association 29

AXIS Capital Holdings Limited

Meeting Date: 05/02/2018 Country: Bermuda

Meeting Type: Annual Ticker: AXS

Primary ISIN: BMG0692U1099 Primary SEDOL: 2677606

Page 23 of 262



AXIS Capital Holdings Limited

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Michael A. Butt Mgmt For Withhold


Mgmt Withhold For Elect Director Charles A. Davis 1.2



2

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

Mgmt For For Approve Deloitte Ltd., Hamilton, Bermuda as Auditors and Authorize Board to Fix Their

Remuneration

3

Banca Mediolanum S.p.A


Meeting Type: Annual Ticker: BMED

Primary ISIN: IT0004776628 Primary SEDOL: BYWP840

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Accept Financial Statements and Statutory

Reports 1.1

Mgmt For For Approve Allocation of Income 1.2

Mgmt Against For Approve Remuneration Policy 2.1

Voter Rationale: 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 Approve Fixed-Variable Compensation Ratio 2.2

Mgmt For For Approve Severance Payments Policy 2.3

Page 24 of 262



Banca Mediolanum S.p.A Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Executive Incentive Bonus Plan 3.1

Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares to Service Executive Incentive Bonus Plan

3.2

Mgmt For For Fix Number of Directors 4.1

Mgmt For For Fix Board Terms for Directors 4.2

Mgmt Appoint Directors (Slate Election) - Choose One

of the Following Slates

SH Do Not Vote None Slate Submitted by Ennio Doris, Lina Tombolato, Massimo Antonio Doris, Annalisa Sara Doris, and FINPROG ITALIA SpA

4.3.1

Voter Rationale: This slate warrants DO NOT VOTE because:- Shareholders can support only one slate.- The slate submitted by institutional investors is better positioned to represent the long-term interests of minority shareholders and carry out an independent oversight of the management's action.

SH For None Slate Submitted by Institutional Investors (Assogestioni)

4.3.2

Voter Rationale: This resolution warrants a vote FOR because:- Shareholders can support only one slate.- This slate has been put forth by minority shareholders, and these nominees could therefore be the best positioned to represent the interests of minority shareholders and carry out an effective oversight on the management's behavior.- Candidates on this list have agreed to adhere to the chart of corporate governance principles adopted by Assogestioni.- Details on the candidates on this slate have been disclosed in English, which favors scrutiny from global investors.

Mgmt Against For Approve Remuneration of Directors 4.4

Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote.

Mgmt Appoint Internal Statutory Auditors (Slate Election) - Choose One of the Following Slates

SH Against None Slate Submitted by Ennio Doris, Lina Tombolato, Massimo Antonio Doris, Annalisa Sara Doris, and FINPROG ITALIA SpA

5.1.1

Voter Rationale: This item warrants a vote AGAINST because:- Shareholders can support only one slate.- This election is not contentious.- The slate submitted by institutional investors is likely to better represent the interests of global institutional investors and minority shareholders.

SH For None Slate Submitted by Institutional Investors

(Assogestioni) 5.1.2

Voter Rationale: This item warrants a vote FOR because:- Shareholders can support only one slate.- This slate has been proposed by institutional investors, and these nominees could therefore be the best positioned to represent the interests of minority shareholders and carryout effective oversight on the management's behavior.- The profiles and details of candidates submitted under this item have been provided also in English which facilitates scrutiny by global investors.- Candidates on this slate have agreed to abide by the chart of corporate governance principles adopted by Assogestioni.

Mgmt For For Approve Internal Auditors' Remuneration 5.2

Mgmt Against None Deliberations on Possible Legal Action Against

Directors if Presented by Shareholders A

Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

Page 25 of 262



Bank Hapoalim Ltd.

Meeting Date: 04/12/2018 Country: Israel

Meeting Type: Annual Ticker: POLI

Primary ISIN: IL0006625771 Primary SEDOL: 6075808

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Discuss Financial Statements and the Report of the Board

Mgmt

Mgmt For For Reappoint Ziv Haft and Somekh Chaikin as Auditors and Authorize Board to Fix Their

Remuneration

2

Mgmt For For Amend Articles Re: Meeting Notification Requirements

3

Mgmt For For Elect Dalia Lev as External Director 4

Mgmt Against None Vote FOR if you are a controlling shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager

A

Mgmt Please Select Any Category Which Applies to You as a Shareholder or as a Holder of Power of

Attorney

Mgmt Against None If you are an Interest Holder as defined in Section 1 of the Securities Law, 1968, vote FOR.

Otherwise, vote against.

B1

Mgmt Against None If you are a Senior Officer as defined in Section 37(D) of the Securities Law, 1968, vote FOR.


B2

Mgmt For None If you are an Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against.

B3

Bank Of Montreal

Meeting Date: 04/05/2018 Country: Canada

Meeting Type: Annual Ticker: BMO

Primary ISIN: CA0636711016 Primary SEDOL: 2076009

Page 26 of 262



Bank Of Montreal

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Janice M. Babiak Mgmt For For

Mgmt For For Elect Director Sophie Brochu 1.2

Mgmt For For Elect Director George A. Cope 1.3

Mgmt For For Elect Director Christine A. Edwards 1.4

Mgmt For For Elect Director Martin S. Eichenbaum 1.5

Mgmt For For Elect Director Ronald H. Farmer 1.6

Mgmt For For Elect Director David Harquail 1.7

Mgmt For For Elect Director Linda Huber 1.8

Mgmt For For Elect Director Eric R. La Fleche 1.9

Mgmt For For Elect Director Lorraine Mitchelmore 1.10

Mgmt For For Elect Director Philip S. Orsino 1.11

Mgmt For For Elect Director J. Robert S. Prichard 1.12

Mgmt For For Elect Director Darryl White 1.13

Mgmt For For Elect Director Don M. Wilson III 1.14


Mgmt For For Advisory Vote on Executive Compensation

Approach 3

Banque Cantonale du Valais (Walliser Kantonalbank)

Meeting Date: 05/16/2018 Country: Switzerland

Meeting Type: Annual Ticker: WKBN

Primary ISIN: CH0305951201 Primary SEDOL: BYW8VD9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting (Non-Voting) Mgmt

Mgmt Receive President's Speech (Non-Voting) 2

Mgmt Elect Vote Counter (Non-Voting) 3

Mgmt Receive Report of the Group Management and Auditor's Report (Non-Voting)

4

Page 27 of 262



Banque Cantonale du Valais (Walliser Kantonalbank) Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Reports 5

Mgmt For For Approve Allocation of Income and Dividends of

CHF 3.15 per Share 6

Mgmt For For Approve Discharge of Board and Senior

Management 7

Mgmt Against For Elect Director 8

Voter Rationale: Votes AGAINST are warranted because the company failed to disclose the names of the new director candidate and proposed chairman and vice chairman of the board.

Mgmt Against For Elect Board Chairman and Deputy Chairman 9

Voter Rationale: Votes AGAINST are warranted because the company failed to disclose the names of the new director candidate and proposed chairman and vice chairman of the board.

Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 10

Mgmt Against For Transact Other Business (Voting) 11

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 any 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.

BCE Inc.


Meeting Type: Annual Ticker: BCE

Primary ISIN: CA05534B7604 Primary SEDOL: B188TH2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Barry K. Allen Mgmt For For

Mgmt For For Elect Director Sophie Brochu 1.2

Mgmt For For Elect Director Robert E. Brown 1.3

Mgmt For For Elect Director George A. Cope 1.4

Mgmt For For Elect Director David F. Denison 1.5

Mgmt For For Elect Director Robert P. Dexter 1.6

Mgmt Withhold For Elect Director Ian Greenberg 1.7

Voter Rationale: Executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Katherine Lee 1.8

Page 28 of 262



BCE Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Monique F. Leroux 1.9

Mgmt For For Elect Director Gordon M. Nixon 1.10

Mgmt For For Elect Director Calin Rovinescu 1.11

Mgmt For For Elect Director Karen Sheriff 1.12

Mgmt For For Elect Director Robert C. Simmonds 1.13

Mgmt For For Elect Director Paul R. Weiss 1.14

Mgmt For For Ratify Deloitte LLP as Auditors 2


Mgmt Against For Advisory Vote on Executive Compensation Approach

3

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

Mgmt Shareholder Proposal

SH Against Against SP 1: Cease the Use of Comparisons to Determine the Compensation of Board of

Directors

4

Voter Rationale: Although we have concerns with the overall structure of compensation at the company, we do not have any significant concerns regarding quantum as primarily addressed by this proposal.

Berkshire Hathaway Inc.


Meeting Type: Annual Ticker: BRK.B


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Warren E. Buffett Mgmt For For

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, 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.

Page 29 of 262



Berkshire Hathaway Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Charles T. Munger 1.2


Mgmt For For Elect Director Gregory E. Abel 1.3

Mgmt Withhold For Elect Director Howard G. Buffett 1.4


Mgmt For For Elect Director Stephen B. Burke 1.5

Mgmt Withhold For Elect Director Susan L. Decker 1.6

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

Mgmt Withhold For Elect Director William H. Gates, III 1.7


Mgmt Withhold For Elect Director David S. Gottesman 1.8

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Withhold For Elect Director Charlotte Guyman 1.9

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

Mgmt For For Elect Director Ajit Jain 1.10

Mgmt Withhold For Elect Director Thomas S. Murphy 1.11

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

Mgmt Withhold For Elect Director Ronald L. Olson 1.12


Page 30 of 262



Berkshire Hathaway Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Withhold For Elect Director Walter Scott, Jr. 1.13

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Withhold For Elect Director Meryl B. Witmer 1.14

Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

SH For Against Report on Methane Emissions Management, Including Reduction Targets

2

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.

SH For Against Report on Sustainability 3

Voter Rationale: Enhanced disclosure of social and environmental risks and opportunities for businesses is important. Current best practice is to report based on the Global Reporting Initiative's sustainability reporting guidelines.

Bioquell plc


Meeting Type: Annual Ticker: BQE


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory Reports

Mgmt For For

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, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. In addition, companies should not extend vesting periods or allow re-testing of performance targets because this weakens the effectiveness of incentive schemes..

Mgmt For For Reappoint Deloitte LLP as Auditors and Authorise Their Remuneration

3


Mgmt Against For Re-elect Christopher Mills as Director 4

Voter Rationale: The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Page 31 of 262



Bioquell plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Re-elect Simon Constantine as Director 5

Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Authorise Issue of Equity with Pre-emptive Rights

6

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights

7


Mgmt For For Authorise Political Donations and Expenditure 9

Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice

10

Bio-Rad Laboratories, Inc.


Meeting Type: Annual Ticker: BIO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Arnold A. Pinkston Mgmt For For


Mgmt For For Elect Director Melinda Litherland 1.2



BKW AG


Meeting Type: Annual Ticker: BKW

Primary ISIN: CH0130293662 Primary SEDOL: B76D410

Page 32 of 262



BKW AG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Voter Rationale: A vote AGAINST the remuneration report is warranted because:- Members of the executive management team receive fixed grants of shares without performance conditions as their sole form of long-term compensation.

Mgmt For For Approve Discharge of Board and Senior

Management 3


CHF 1.80 per Share 4

Mgmt For For Approve Remuneration of Directors in the

Amount of CHF 1.2 Million 5.1

Mgmt Against For Approve Remuneration of Executive Committee

in the Amount of CHF 8.8 Million 5.2

Voter Rationale: A vote AGAINST this proposal is warranted because- This is the third consecutive year in which the board has proposed a large increase in the maximum remuneration of the executive management team.- The company has not provided a detailed compelling rationale for the proposed remuneration increases.

Mgmt For For Reelect Urs Gasche as Director 6.1.1

Mgmt For For Reelect Hartmut Geldmacher as Director 6.1.2

Mgmt For For Reelect Kurt Schaer as Director 6.1.3

Mgmt For For Reelect Roger Baillod as Director 6.1.4

Mgmt For For Elect Carole Ackermann as Director 6.1.5

Mgmt For For Elect Rebecca Guntern as Director 6.1.6

Mgmt For For Reelect Urs Gasche as Board Chairman 6.2

Mgmt Against For Appoint Urs Gasche as Member of the Compensation and Nomination Committee

6.3.1

Voter Rationale: Votes AGAINST Urs Gasche and Andreas Rickenbacher are warranted because of the board's failure to establish a majority-independent Compensation Committee.

Mgmt For For Appoint Hartmut Geldmacher as Member of the Compensation and Nomination Committee

6.3.2

Mgmt Against For Appoint Andreas Rickenbacher as Member of the Compensation and Nomination Committee

6.3.3

Voter Rationale: Votes AGAINST Urs Gasche and Andreas Rickenbacher are warranted because of the board's failure to establish a majority-independent Compensation Committee.

Mgmt For For Designate Andreas Byland as Independent Proxy

6.4

Mgmt For For Ratify Ernst & Young AG as Auditors 6.5

Page 33 of 262



BKW AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Transact Other Business (Voting) 7

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.

BMTC Group Inc.


Meeting Type: Annual Ticker: GBT

Primary ISIN: CA05561N2086 Primary SEDOL: BXQKT96

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Yves Des Groseillers Mgmt For For

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, 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 For Elect Director Charles Des Groseillers 1.2

Mgmt For For Elect Director Marie-Berthe Des Groseillers 1.3

Mgmt For For Elect Director Gabriel Castiglio 1.4

Mgmt Withhold For Elect Director Andre Berard 1.5

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. Additionally, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Withhold For Elect Director Lucien Bouchard 1.6

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. Directors with significant business ties to the company are not sufficiently independent to serve on key committees. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Anne-Marie Leclair 1.7

Page 34 of 262



BMTC Group Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Tony Fionda 1.8

Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. In addition, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.

Mgmt For For Approve Raymond Chabot Grant Thornton LLP as Auditors and Authorize Board to Fix Their

Remuneration

2

Boryszew S.A.


Meeting Type: Annual Ticker: BRS

Primary ISIN: PLBRSZW00011 Primary SEDOL: B07DNZ7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt





Mgmt For For Approve Report on Company's and Group's

Operations 6



Mgmt Receive Supervisory Board Report 9

Mgmt For For Approve Discharge of Piotr Szeliga

(Management Board Member) 10.1

Mgmt For For Approve Discharge of Mikolaj Budzanowski


Mgmt For For Approve Discharge of Cezary Pyszkowski


Mgmt For For Approve Discharge of Jaroslaw Michniuk


Mgmt For For Approve Discharge of Aleksander Barys


Mgmt For For Approve Discharge of Janusz Siemieniec

(Supervisory Board Member) 11.1

Page 35 of 262



Boryszew S.A. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Arkadiusz Krezel


Mgmt For For Approve Discharge of Miroslaw Kutnik


Mgmt For For Approve Discharge of Malgorzata Waldowska


Mgmt For For Approve Discharge of Piotr Lisiecki (Supervisory

Board Member) 11.5

Mgmt For For Approve Discharge of Roman Wieczorek


Mgmt For For Approve Discharge of Jaroslaw Antosik



Mgmt For For Elect Jaroslaw Antosik as Supervisory Board

Member 13

Mgmt Against For Elect Supervisory Board Member 14.1

Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

Mgmt Against For Recall Supervisory Board Member 14.2


Mgmt Against For Amend June 25, 2014, AGM, Resolution Re: Share Repurchase Program

15

Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.

Mgmt Against For Approve Sale of Organized Part of Enterprise Maflow in Tychy

16.1

Voter Rationale: We voted against due to lack of disclosure of the details of the transactions.

Mgmt Against For Approve Sale of Organized Part of Enterprise Boryszew ERG in Sochaczew

16.2


Mgmt Against For Approve Sale of Organized Part of Enterprise

Elana in Torun 16.3


Mgmt Against For Approve Sale of Organized Part of Enterprise Nowoczesne Produkty Aluminiowe Skawina

16.4


Mgmt Against For Approve Sale of Organized Part of Enterprise Boryszew Energy in Torun

16.5



Page 36 of 262



Bouvet ASA

Meeting Date: 05/24/2018 Country: Norway

Meeting Type: Annual Ticker: BOUVET

Primary ISIN: NO0010360266 Primary SEDOL: B1XGD46

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting; Registration of Attending Shareholders and Proxies

Mgmt

Mgmt Elect Chairman of Meeting; Designate Inspector(s) of Minutes of Meeting

2

Mgmt For For Approve Notice of Meeting and Agenda 3

Mgmt For For Accept Financial Statements and Statutory Reports; Approve Allocation of Income and

Dividends of NOK 8.50 Per Share

4


Mgmt For For Approve Remuneration of Directors in the Amount of NOK 300,000 for Chairman, NOK 175,000 for Vice Chairman and NOK 150,000 for Other Directors

5

Mgmt For For Approve Remuneration of Nominating Committee

6

Mgmt For For Approve Remuneration of Auditors 7

Mgmt For For Reelect Pal Egil Ronn (Chairman), Tove Raanes, Grethe Hoiland, Ingebrigt Steen Jensen and Egil

Christen Dahl as Directors

8

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. Furthermore, the audit committee should be fully independent from the company and majority independent from its major shareholder(s).

Mgmt For For Elect Ingvild Myhre (Chairman), Jorgen Stenshagen and Bjarte Gudmundsen as Members of Nominating Committee for Two

Years

9

Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management

10

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, options should be issued at no less than market price, except for an all-employee plan where the discount should not exceed 20% on a fixed date.

Mgmt For For Approve Creation of NOK 1 Million Pool of

Capital without Preemptive Rights 11

Page 37 of 262



Bouvet ASA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Creation of NOK 200,000 Pool of Capital in Connection With Employee Share Scheme

12


Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares

13

BP plc


Meeting Type: Annual Ticker: BP.


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Re-elect Bob Dudley as Director 3

Mgmt For For Re-elect Brian Gilvary as Director 4

Mgmt For For Re-elect Nils Andersen as Director 5

Mgmt For For Re-elect Alan Boeckmann as Director 6

Mgmt For For Re-elect Frank Bowman as Director 7

Mgmt For For Elect Dame Alison Carnwath as Director 8

Mgmt For For Re-elect Ian Davis as Director 9

Mgmt For For Re-elect Dame Ann Dowling as Director 10

Mgmt For For Re-elect Melody Meyer as Director 11

Mgmt For For Re-elect Brendan Nelson as Director 12

Mgmt For For Re-elect Paula Reynolds as Director 13

Mgmt For For Re-elect Sir John Sawers as Director 14

Mgmt For For Re-elect Carl-Henric Svanberg as Director 15

Mgmt For For Appoint Deloitte LLP as Auditors and Authorise

Their Remuneration 16

Page 38 of 262



BP plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Expenditure 17


Rights 18


Rights 19


20



Mgmt For For Approve Scrip Dividend Program 23



BP plc


Meeting Type: Annual Ticker: BP.


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Meeting for ADR Holders Mgmt

Mgmt For For Accept Financial Statements and Statutory Reports

1


Mgmt For For Re-elect Bob Dudley as Director 3

Mgmt For For Re-elect Brian Gilvary as Director 4

Mgmt For For Re-elect Nils Andersen as Director 5

Mgmt For For Re-elect Alan Boeckmann as Director 6

Mgmt For For Re-elect Frank Bowman as Director 7

Mgmt For For Elect Dame Alison Carnwath as Director 8

Mgmt For For Re-elect Ian Davis as Director 9

Mgmt For For Re-elect Dame Ann Dowling as Director 10

Mgmt For For Re-elect Melody Meyer as Director 11

Page 39 of 262



BP plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Brendan Nelson as Director 12

Mgmt For For Re-elect Paula Reynolds as Director 13

Mgmt For For Re-elect Sir John Sawers as Director 14

Mgmt For For Re-elect Carl-Henric Svanberg as Director 15

Mgmt For For Appoint Deloitte LLP as Auditors and Authorise


Mgmt Against For Authorise EU Political Donations and

Expenditure 17

Voter Rationale: Substantial political donations or expenditure should be clearly tied to the company's business objectives and supported by robust oversight mechanisms to avoid undue influence.


18


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 Approve Scrip Dividend Program 23


24

Briscoe Group Ltd.

Meeting Date: 05/24/2018 Country: New Zealand

Meeting Type: Annual Ticker: BGP

Primary ISIN: NZBGRE0001S4 Primary SEDOL: 6429728

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Mary Devine as Director Mgmt For For

Mgmt Against For Elect Dame Rosanne Meo as Director 2

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Moreover, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 40 of 262



Briscoe Group Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve PricewaterhouseCoopers as Auditors

and Authorize Board to Fix Their Remuneration 3

British American Tobacco plc


Meeting Type: Annual Ticker: BATS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt For For Reappoint KPMG LLP as Auditors 3

Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors

4

Mgmt For For Re-elect Richard Burrows as Director 5

Mgmt For For Re-elect Nicandro Durante as Director 6

Mgmt For For Re-elect Sue Farr as Director 7

Mgmt Against For Re-elect Dr Marion Helmes as Director 8

Mgmt For For Re-elect Savio Kwan as Director 9

Mgmt For For Re-elect Dimitri Panayotopoulos as Director 10

Mgmt For For Re-elect Kieran Poynter as Director 11

Mgmt For For Re-elect Ben Stevens as Director 12

Mgmt For For Elect Luc Jobin as Director 13

Mgmt For For Elect Holly Koeppel as Director 14

Mgmt For For Elect Lionel Nowell, III as Director 15


16


17


Mgmt For For Authorise EU Political Donations and Expenditure

19

Page 41 of 262



British American Tobacco plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Cambridge Bancorp


Meeting Type: Annual Ticker: CATC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Donald T. Briggs Mgmt For For


Mgmt For For Elect Director Jeanette G. Clough 1.2


Mgmt For For Elect Director Hambleton Lord 1.3

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 For Elect Director R. Gregg Stone 1.4

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. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Mark D. Thompson 1.5


Mgmt For For Elect Director Susan R. Windham-Bannister 1.6



2

Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3


Page 42 of 262



Canadian Imperial Bank Of Commerce


Meeting Type: Annual Ticker: CM


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Brent S. Belzberg Mgmt For For

Mgmt For For Elect Director Nanci E. Caldwell 1.2

Mgmt For For Elect Director Michelle L. Collins 1.3

Mgmt For For Elect Director Patrick D. Daniel 1.4

Mgmt For For Elect Director Luc Desjardins 1.5

Mgmt For For Elect Director Victor G. Dodig 1.6

Mgmt Withhold For Elect Director Linda S. Hasenfratz 1.7

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, directors with long board tenures should not serve on committees that require absolute independence.

Mgmt For For Elect Director Kevin J. Kelly 1.8

Mgmt For For Elect Director Christine E. Larsen 1.9

Mgmt For For Elect Director Nicholas D. Le Pan 1.10

Mgmt For For Elect Director John P. Manley 1.11

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director Jane L. Peverett 1.12

Mgmt For For Elect Director Katharine B. Stevenson 1.13

Mgmt For For Elect Director Martine Turcotte 1.14

Mgmt For For Elect Director Ronald W. Tysoe 1.15

Mgmt For For Elect Director Barry L. Zubrow 1.16


Mgmt For For Advisory Vote on Executive Compensation Approach

3

Mgmt For For Amend Employee Stock Option Plan 4

Page 43 of 262



Carnival plc


Meeting Type: Annual Ticker: CCL


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Re-elect Micky Arison as Director of Carnival Corporation and as a Director of Carnival plc

Mgmt For For

Mgmt For For Re-elect Sir Jonathon Band as Director of Carnival Corporation and as a Director of

Carnival plc

2

Mgmt For For Elect Jason Cahilly as Director of Carnival Corporation and as a Director of Carnival plc

3

Mgmt For For Re-elect Helen Deeble as Director of Carnival Corporation and as a Director of Carnival plc

4

Mgmt For For Re-elect Arnold Donald as Director of Carnival Corporation and as a Director of Carnival plc

5


Mgmt Against For Re-elect Richard Glasier as Director of Carnival Corporation and as a Director of Carnival plc

6

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. In addition, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Re-elect Debra Kelly-Ennis as Director of Carnival Corporation and as a Director of Carnival plc

7

Mgmt Against For Re-elect Sir John Parker as Director of Carnival

Corporation and as a Director of Carnival plc 8


Mgmt Against For Re-elect Stuart Subotnick as Director of Carnival



Mgmt For For Re-elect Laura Weil as Director of Carnival


Page 44 of 262



Carnival plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Randall Weisenburger as Director of Carnival Corporation and as a Director of Carnival plc

11

Mgmt For For Advisory Vote to Approve Executive

Compensation 12

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. However, given the commercial sensitivities over the performance metrics used and that retrospective disclosure is provided, we consider the company's current practices to be acceptable. We note the substantial increase in the CEO's pay this year, although this is largely aligned with company performance for the year. We will keep this under review going forward. Furthermore, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


Voter Rationale: As above.

Mgmt For For Reappoint PricewaterhouseCoopers LLP as Independent Auditors of Carnival plc; Ratify the Selection of the U.S. Firm of PricewaterhouseCoopers LLP as the Independent Registered Certified Public Accounting Firm of Carnival Corporation

14

Mgmt For For Authorise the Audit Committee of Carnival plc to

Fix Remuneration of Auditors 15


Reports 16


Rights 17


Rights 18


CCFNB Bancorp, Inc.


Meeting Type: Annual Ticker: CCFN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Lance O. Diehl Mgmt For For

Page 45 of 262



CCFNB Bancorp, Inc. Proposal

Number

Proponent

Proposal Text

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. 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. Moreover, the compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Withhold For Elect Director Robert W. Dillon 1.2

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. 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. Moreover, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In additon, directors with long board tenures should not serve on committees that require absolute independence.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director P. Jeffrey Hill 1.3

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. 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 Withhold For Elect Director Mary Ann B. Naugle 1.4

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. 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. Moreover, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In additon, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Withhold For Elect Director Andrew B. Pruden 1.5

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. 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. Moreover, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Against For Ratify S. R. Snodgrass P.C. as Auditors 2

Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.

Cez A.S.

Meeting Date: 06/22/2018 Country: Czech Republic

Meeting Type: Annual Ticker: CEZ

Primary ISIN: CZ0005112300 Primary SEDOL: 5624030

Page 46 of 262



Cez A.S.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Board of Directors Report on Company's

Operations and State of Its Assets Mgmt


Mgmt Receive Audit Committee Report 3

Mgmt For For Approve Financial Statements 4.1


Mgmt For For Approve Consolidated Financial Statements 4.2


Mgmt For For Approve Allocation of Income and Dividends of CZK 33 per Share

5

Mgmt For For Ratify Ernst & Young Audit s.r.o. as Auditor 6


Mgmt For For Approve Volume of Charitable Donations 7

Mgmt Receive Board of Directors Statement on Transformation of CEZ Group

8

Mgmt Against For Recall and Elect Supervisory Board Members 9


Mgmt Against For Recall and Elect Audit Committee Members 10


China Merchants China Direct Investments Ltd.

Meeting Date: 05/25/2018 Country: Hong Kong


Primary ISIN: HK0133000726 Primary SEDOL: 6189204

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Page 47 of 262



China Merchants China Direct Investments Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Elect Tse Yue Kit as Director 3a1

Mgmt For For Elect Ke Shifeng as Director 3a2

Mgmt For For Elect Liu Baojie as Director 3a3

Mgmt For For Authorize Board to Fix Remuneration of

Directors 3b

Mgmt For For Approve Deloitte Touche Tohmatsu as Auditor


Mgmt For For Authorize Repurchase of Issued Share Capital 5

Chubu Steel Plate Co. Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Elect Director Komura, Shinji 2


Mgmt Against For Approve Takeover Defense Plan (Poison Pill) 3

Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.

Cigna Corporation


Meeting Type: Annual Ticker: CI


Page 48 of 262



Cigna Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director David M. Cordani Mgmt For For

Mgmt For For Elect Director Eric J. Foss 1.2

Mgmt Against For Elect Director Isaiah Harris, Jr. 1.3

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director Roman Martinez, IV 1.4

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director John M. Partridge 1.5

Mgmt For For Elect Director James E. Rogers 1.6

Mgmt For For Elect Director Eric C. Wiseman 1.7

Mgmt Against For Elect Director Donna F. Zarcone 1.8

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Against For Elect Director William D. Zollars 1.9

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.


2

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. In addition, 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.



Page 49 of 262



Cigna Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Eliminate Supermajority Vote Requirement to

Amend Bylaws 4


Citi Trends, Inc.


Meeting Type: Annual Ticker: CTRN

Primary ISIN: US17306X1028 Primary SEDOL: B06FLD8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Laurens M. Goff Mgmt For For


Mgmt For For Elect Director Margaret L. Jenkins 1.2

Mgmt For For Elect Director Bruce D. Smith 1.3



Mgmt Against For Adopt the Jurisdiction of Incorporation as the

Exclusive Forum for Certain Disputes 3

Voter Rationale: Measures that restrict investors' access to courts are not preferred practice and should be avoided.



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


CLP Holdings Ltd.




Page 50 of 262



CLP Holdings Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Elect Michael Kadoorie as Director 2a

Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders.

Mgmt For For Elect Andrew Clifford Winawer Brandler as

Director 2b

Mgmt For For Elect Nicholas Charles Allen as Director 2c

Mgmt For For Elect Law Fan Chiu Fun Fanny as Director 2d



Mgmt For For Approve Issuance of Equity or Equity-Linked



Coca-Cola HBC AG


Meeting Type: Annual Ticker: CCH

Primary ISIN: CH0198251305 Primary SEDOL: B9895B7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Approve Allocation of Income 2.1

Mgmt For For Approve Dividend from Reserves 2.2

Mgmt For For Approve Discharge of Board and Senior Management

3

Mgmt For For Re-elect Anastassis David as Director and as Board Chairman

4.1.1

Mgmt For For Re-elect Alexandra Papalexopoulou as Director and as Member of the Remuneration Committee

4.1.2

Page 51 of 262



Coca-Cola HBC AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Re-elect Reto Francioni as Director and as

Member of the Remuneration Committee 4.1.3

Voter Rationale: Females represent less than 30 percent.

Mgmt For For Re-elect Charlotte Boyle as Director and as

Member of the Remuneration Committee 4.1.4

Mgmt For For Re-elect Ahmet Bozer as Director 4.1.5

Mgmt For For Re-elect Olusola David-Borha as Director 4.1.6

Mgmt For For Re-elect William Douglas III as Director 4.1.7

Mgmt For For Re-elect Anastasios Leventis as Director 4.1.8

Mgmt For For Re-elect Christodoulos Leventis as Director 4.1.9

Mgmt For For Re-elect Jose Octavio Reyes as Director 4.1A

Mgmt For For Re-elect Robert Rudolph as Director 4.1B

Mgmt For For Re-elect John Sechi as Director 4.1C

Mgmt For For Elect Zoran Bogdanovic as Director 4.2

Mgmt For For Designate Ines Poeschel as Independent Proxy 5

Mgmt For For Reappoint PricewaterhouseCoopers AG as

Auditors 6.1


Mgmt For For Advisory Vote on Reappointment of the Independent Registered Public Accounting Firm PricewaterhouseCoopers SA for UK Purposes

6.2


Mgmt For For Approve UK Remuneration Report 7


Mgmt For For Approve Swiss Remuneration Report 9

Mgmt For For Approve Maximum Aggregate Amount of

Remuneration for Directors 10.1

Mgmt For For Approve Maximum Aggregate Amount of

Remuneration for the Operating Committee 10.2

Mgmt For For Amend Articles of Association 11


Page 52 of 262



Coco's Japan




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Colgate-Palmolive Company


Meeting Type: Annual Ticker: CL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Charles A. Bancroft Mgmt For For

Mgmt For For Elect Director John P. Bilbrey 1b

Mgmt For For Elect Director John T. Cahill 1c

Mgmt For For Elect Director Ian Cook 1d


Mgmt For For Elect Director Helene D. Gayle 1e

Mgmt Against For Elect Director Ellen M. Hancock 1f


Mgmt For For Elect Director C. Martin Harris 1g

Mgmt For For Elect Director Lorrie M. Norrington 1h

Mgmt For For Elect Director Michael B. Polk 1i

Mgmt For For Elect Director Stephen I. Sadove 1j



3

Voter Rationale: Incentive awards to directors should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation.

Page 53 of 262



Colgate-Palmolive Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH For Against Reduce Ownership Threshold for Shareholders

to Call Special Meeting 4


Comcast Corporation


Meeting Type: Annual Ticker: CMCSA

Primary ISIN: US20030N1019 Primary SEDOL: 2044545

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Kenneth J. Bacon Mgmt For For

Mgmt For For Elect Director Madeline S. Bell 1.2

Mgmt For For Elect Director Sheldon M. Bonovitz 1.3

Mgmt For For Elect Director Edward D. Breen 1.4

Mgmt For For Elect Director Gerald L. Hassell 1.5

Mgmt For For Elect Director Jeffrey A. Honickman 1.6

Mgmt For For Elect Director Maritza G. Montiel 1.7

Mgmt For For Elect Director Asuka Nakahara 1.8

Mgmt For For Elect Director David C. Novak 1.9

Mgmt For For Elect Director Brian L. Roberts 1.10

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Also, 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.





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

Page 54 of 262



Comcast Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Compania Industrial de Tubos de Acero SA CINTAC

Meeting Date: 04/16/2018 Country: Chile

Meeting Type: Annual Ticker: CINTAC

Primary ISIN: CLP2737N1082 Primary SEDOL: 2161596

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Approve Allocation of Income, Dividends of USD

0.018 per Share and Dividend Policy 2

Mgmt Against For Elect Directors 3

Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. In addition, the board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.

Mgmt For For Approve Remuneration of Directors and Approve Remuneration and Budget of Directors' Committee

4

Mgmt Against For Appoint Auditors and Designate Risk

Assessment Companies 5

Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor. Moreover, 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.

Mgmt For For Present Directors' Committee Report on

Activities 6

Mgmt For For Designate Newspaper to Publish Meeting

Announcements 7

Mgmt For For Receive Report Regarding Related-Party

Transactions 8

Mgmt Against For Other Business 9


Page 55 of 262



Convergys Corporation


Meeting Type: Annual Ticker: CVG


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Andrea J. Ayers Mgmt For For

Mgmt For For Elect Director Cheryl K. Beebe 1.2

Mgmt For For Elect Director Richard R. Devenuti 1.3

Mgmt Withhold For Elect Director Jeffrey H. Fox 1.4


Mgmt For For Elect Director Joseph E. Gibbs 1.5

Mgmt For For Elect Director Joan E. Herman 1.6

Mgmt For For Elect Director Robert E. Knowling, Jr. 1.7

Mgmt For For Elect Director Thomas L. Monahan, III 1.8

Mgmt Withhold For Elect Director Ronald L. Nelson 1.9




3


Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. This plan could lead to excessive dilution. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, 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.

Cooper-Standard Holdings Inc.


Meeting Type: Annual Ticker: CPS

Primary ISIN: US21676P1030 Primary SEDOL: B51JS17

Page 56 of 262



Cooper-Standard Holdings Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jeffrey S. Edwards Mgmt For For


Mgmt Against For Elect Director David J. Mastrocola 1.2

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director Justin E. Mirro 1.3


Mgmt For For Elect Director Robert J. Remenar 1.4

Mgmt For For Elect Director Sonya F. Sepahban 1.5

Mgmt For For Elect Director Thomas W. Sidlik 1.6


Mgmt For For Elect Director Stephen A. Van Oss 1.7

Mgmt For For Elect Director Molly P. Zhang 1.8



2

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.


Credit agricole SA

Meeting Date: 05/16/2018 Country: France

Meeting Type: Annual/Special Ticker: ACA

Primary ISIN: FR0000045072 Primary SEDOL: 7262610

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Page 57 of 262



Credit agricole SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Financial Statements and Statutory

Reports 1

Mgmt For For Approve Consolidated Financial Statements and

Statutory Reports 2

Mgmt For For Approve Allocation of Income and Dividends of EUR 0.63 per Share and of EUR 0.693 per Share to Long-Term Registered Shares

3

Mgmt For For Approve Transaction with Amundi Re: Performance Guarantee Agreement within PIONEER Operation

4

Mgmt For For Approve Transaction with Credit Agricole CIB

Re: Settlement of the Penalty for EURIBOR Case 5

Mgmt For For Approve Transaction with Regional Banks Re: Amendment of Loans Agreement to Finance Subscription to SACAM Mutualisation Share Capital Increase

6

Mgmt For For Approve Transaction with Credit Agricole CIB Re: Invoicing Agreement within Transfer of MSI Activity

7

Mgmt For For Approve Transaction with Credit Agricole CIB Re: Transfer of Management Board Banking Services Activity

8

Mgmt Against For Elect Philippe Boujut as Director 9

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.

Mgmt Against For Reelect Monica Mondardini as Director 10


Mgmt Against For Reelect Renee Talamona as Director 11


Mgmt Against For Reelect Louis Tercinier as Director 12

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Reelect Pascale Berger as Director 13


Mgmt Against For Reelect RUE LA BOETIE as Director 14

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Renew Appointment of Ernst and Young et

Autres as Auditor 15

Page 58 of 262




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Renew Appointment of PricewaterhouseCoopers

Audit as Auditor 16

Mgmt For For Renew Appointment of Picarle et Associes as

Alternate Auditor 17

Mgmt For For Appoint Jean-Baptiste Deschryver as Alternate

Auditor 18

Mgmt For For Approve Compensation of Dominique Lefebvre,

Chairman of the Board 19

Mgmt Against For Approve Compensation of Philippe Brassac, CEO 20

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, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt Against For Approve Compensation of Xavier Musca, Vice-CEO

21

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, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Approve Remuneration Policy of the Chairman of the Board

22

Mgmt Against For Approve Remuneration Policy of the CEO 23

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. In addition, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Remuneration Policy of the Vice-CEO 24

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, 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 the Aggregate Remuneration Granted in 2017 to Senior Management, Responsible Officers and Regulated Risk-Takers

25

Mgmt For For Fix Maximum Variable Compensation Ratio for

Executives and Risk Takers 26

Mgmt For For Authorize Repurchase of Up to 10 Percent of

Issued Share Capital 27

Mgmt Extraordinary Business

Mgmt For For Amend Article 31 of Bylaws Re: Cancellation of

Loyalty Dividend 28

Page 59 of 262




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Issuance of Shares Reserved for Holders of Registered Shares up to Aggregate Nominal Amount of EUR 19.8 Million; Remove Paragraph 3 of Article 31 of Bylaws

29

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 3.41 Billion

30

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 853 Million

31

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 853 Million

32

Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 30-32, 34, 35, 38 and 39

33

Mgmt For For Authorize Capital Increase of up to 10 Percent

of Issued Capital for Contributions in Kind 34

Mgmt Against For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights

35

Voter Rationale: Any issuance of shares at a significant discount to the market price should be approved by shareholders prior to such issuance and not as a part of routine share issuance authorities.

Mgmt For For Set Total Limit for Capital Increase to Result from All Issuance Requests at EUR 3.41 Billion

36

Mgmt For For Authorize Capitalization of Reserves for Bonus Issue or Increase in Par Value

37

Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans

38

Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for International

Employees

39

Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares

40

Mgmt For For Authorize Filing of Required Documents/Other Formalities

41

CRH plc

Meeting Date: 04/26/2018 Country: Ireland

Meeting Type: Annual Ticker: CRG

Primary ISIN: IE0001827041 Primary SEDOL: 4182249

Page 60 of 262



CRH plc

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Voter Rationale: Significant salary increases are not linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.

Mgmt For For Elect Richard Boucher as Director 4a

Mgmt Against For Re-elect Nicky Hartery as Director 4b

Voter Rationale: Females represent less than 30 percent.

Mgmt For For Re-elect Patrick Kennedy as Director 4c

Mgmt For For Re-elect Donald McGovern Jr. as Director 4d

Mgmt For For Re-elect Heather Ann McSharry as Director 4e

Mgmt For For Re-elect Albert Manifold as Director 4f

Mgmt For For Re-elect Senan Murphy as Director 4g

Mgmt For For Re-elect Gillian Platt as Director 4h

Mgmt For For Re-elect Lucinda Riches as Director 4i

Mgmt For For Re-elect Henk Rottinghuis as Director 4j

Mgmt For For Re-elect William Teuber Jr. as Director 4k

Mgmt For For Authorise Board to Fix Remuneration of Auditors 5


Mgmt For For Reappoint Ernst & Young as Auditors 6



Rights 7


Rights 8


9


Mgmt For For Authorise Reissuance of Treasury Shares 11

Mgmt For For Approve Scrip Dividend 12

Page 61 of 262



CRH plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


CSG Systems International, Inc.


Meeting Type: Annual Ticker: CSGS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Bret C. Griess Mgmt For For


Mgmt Against For Elect Director Frank V. Sica 1b

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, 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 For Elect Director James A. Unruh 1c




Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Also, 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. In addition, 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.


Voter Rationale: This plan could lead to excessive dilution. Also, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated. In addition, 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. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, 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.


Page 62 of 262



Cumberland Pharmaceuticals Inc.


Meeting Type: Annual Ticker: CPIX

Primary ISIN: US2307701092 Primary SEDOL: B23WLP8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Director James R. Jones Mgmt For For


Mgmt For For Ratify BDO USA, LLP as Auditors 2

CVS Health Corporation


Meeting Type: Annual Ticker: CVS


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Richard M. Bracken Mgmt For For

Mgmt For For Elect Director C. David Brown, II 1b

Mgmt For For Elect Director Alecia A. DeCoudreaux 1c

Mgmt For For Elect Director Nancy-Ann M. DeParle 1d

Mgmt For For Elect Director David W. Dorman 1e

Mgmt For For Elect Director Anne M. Finucane 1f

Mgmt For For Elect Director Larry J. Merlo 1g

Mgmt For For Elect Director Jean-Pierre Millon 1h

Mgmt For For Elect Director Mary L. Schapiro 1i

Mgmt For For Elect Director Richard J. Swift 1j

Mgmt For For Elect Director William C. Weldon 1k

Mgmt For For Elect Director Tony L. White 1l


Page 63 of 262



CVS Health Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Voter Rationale: We are pleased to see that several positive changes have been made to the pay arrangements for this year. This includes the phasing out of its cash-based LTIP and an increase in the use if performance based equity as part of its pay mix. We continue to note that the company is still failing to provide meaningful disclosure on the targets in place for future equity awards, but reflecting the positive changes we still intend to support at this time.

Mgmt For For Reduce Ownership Threshold for Shareholders to Call Special Meeting

4

Voter Rationale: We welcome the company's decision to reduce the ownership threshold to call special meetings, in line with the requirements of the shareholder proposal passed at its 2017 AGM.

SH Against Against Provide For Confidential Running Vote Tallies On Executive Pay Matters

5

Voter Rationale: This proposal could unduly hamper the company's efforts to productively engage with shareholders. Further, there are concerns with the scope of the proposal which could limit the company's ability to ensure quorum. Moreover, there are no significant concerns with the company's pay practices that would suggest that the company would monitor running vote tallies in order to engage in costly solicitations to inflate vote results.

Delong Holdings Limited

Meeting Date: 04/27/2018 Country: Singapore

Meeting Type: Annual Ticker: BQO

Primary ISIN: SG1CF9000002 Primary SEDOL: BDH6JN7

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Adopt Financial Statements and Directors' and

Auditors' Reports Mgmt For For

Mgmt For For Elect Wu Yujie as Director 2

Mgmt For For Elect Wu Geng as Director 3

Mgmt For For Elect Ding Liguo as Director 4


Mgmt For For Elect Lai Hock Meng as Director 5

Mgmt For For Approve Directors' Fees 6

Mgmt For For Approve Deloitte & Touche LLP as Auditors and Authorize Board to Fix Their Remuneration

7

Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities with or without Preemptive Rights

8


Page 64 of 262



Delong Holdings Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Authorize Share Repurchase Program 9

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

Dermapharm Holding SE


Meeting Type: Annual Ticker: DMP

Primary ISIN: DE000A2GS5D8 Primary SEDOL: BFYTTC2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt

Mgmt For For Approve Discharge of Management Board for Fiscal 2017

2


3

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 Warth & Klein Grant Thornton AG as Auditors for Fiscal 2018

4

Deutsche Lufthansa AG


Meeting Type: Annual Ticker: LHA



Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt

Mgmt Do Not Vote For Approve Allocation of Income and Dividends of EUR 0.80 per Share

2

Mgmt Do Not Vote For Approve Discharge of Management Board for Fiscal 2017

3

Page 65 of 262



Deutsche Lufthansa AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Do Not Vote For Approve Discharge of Supervisory Board for

Fiscal 2017 4

Mgmt Do Not Vote For Elect Herbert Hainer to the Supervisory Board 5.1

Mgmt Do Not Vote For Elect Karl-Ludwig Kley to the Supervisory Board 5.2

Mgmt Do Not Vote For Elect Carsten Knobel to the Supervisory Board 5.3

Mgmt Do Not Vote For Elect Martin Koehler to the Supervisory Board 5.4

Mgmt Do Not Vote For Elect Michael Nilles to the Supervisory Board 5.5

Mgmt Do Not Vote For Elect Miriam Sapiro to the Supervisory Board 5.6

Mgmt Do Not Vote For Elect Matthias Wissmann to the Supervisory

Board 5.7

Mgmt Do Not Vote For Ratify PricewaterhouseCoopers GmbH as

Auditors for Fiscal 2018 6

Mgmt Do Not Vote For Adopt New Articles of Association 7

Deutsche Post AG


Meeting Type: Annual Ticker: DPW


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3


4

Voter Rationale: The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.

Page 66 of 262



Deutsche Post AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Ratify PricewaterhouseCoopers GmbH as

Auditors for Fiscal 2018 5


Mgmt For For Approve Stock Option Plan for Key Employees; Approve Creation of EUR 12 Million Pool of Conditional Capital to Guarantee Conversion Rights

6

Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 1.5 Billion; Approve Creation of EUR 33 Million Pool of Capital to Guarantee Conversion Rights

7

Mgmt Against For Approve Remuneration System for Management Board Members

8

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, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt Against For Elect Guenther Braeunig to the Supervisory Board

9.1

Voter Rationale: For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.

Mgmt For For Elect Mario Daberkow to the Supervisory Board 9.2

Dollar General Corporation


Meeting Type: Annual Ticker: DG

Primary ISIN: US2566771059 Primary SEDOL: B5B1S13

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Warren F. Bryant Mgmt For For

Mgmt For For Elect Director Michael M. Calbert 1b

Page 67 of 262



Dollar General Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Sandra B. Cochran 1c

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. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Director Patricia D. Fili-Krushel 1d

Mgmt For For Elect Director Timothy I. McGuire 1e

Mgmt Elect Director Paula A. Price *Withdrawn Resolution*

1f

Mgmt For For Elect Director William C. Rhodes, III 1g

Mgmt For For Elect Director Ralph E. Santana 1h

Mgmt For For Elect Director Todd J. Vasos 1i


2

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


Dom Development S.A.


Meeting Type: Annual Ticker: DOM

Primary ISIN: PLDMDVL00012 Primary SEDOL: B1G6TS9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt

Mgmt Prepare List of Shareholders 2



Mgmt For For Waive Secrecy for Elections of Members of Vote

Counting Commission 5


Mgmt Receive Financial Statements 7.1

Mgmt Receive Management Board Report on

Company's Operations 7.2

Page 68 of 262



Dom Development S.A. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Receive Supervisory Board Report on Company's Standing, Internal Control System, Risk Management, Compliance, and Internal Audit Function

8.1

Mgmt Receive Supervisory Board Report on Board's

Activities 8.2

Mgmt Receive Supervisory Board Report on Its Review of Company's Compliance with Polish Corporate Governance Code

8.3

Mgmt Receive Management Board Report on

Company's Operations and Financial Statements 9

Mgmt Receive Management Board Report on Group's Operations and Consolidated Financial Statements

10

Mgmt Receive Supervisory Board Report on Its Review of Management Board Report on Company's and Group's Operations, Financial Statements

11.1


Activities 11.2


Mgmt For For Approve Management Board Report on

Company's Operations 13



Operations 15


PLN 7.60 per Share 16

Mgmt For For Approve Discharge of Jaroslaw Szanajca (CEO) 17.1

Mgmt For For Approve Discharge of Malgorzata Kolarska

(Deputy CEO) 17.2

Mgmt For For Approve Discharge of Janusz Zalewski (Deputy

CEO) 17.3

Mgmt For For Approve Discharge of Janusz Stolarczyk


Mgmt For For Approve Discharge of Terry Roydon


Mgmt For For Approve Discharge of Grzegorz Kielpsz

(Supervisory Board Chairman) 18.1

Mgmt For For Approve Discharge of Markham Dumas

(Supervisory Board Deputy Chairman) 18.2

Mgmt For For Approve Discharge of Marek Moczulski


Page 69 of 262



Dom Development S.A. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Mark Spiteri (Supervisory

Board Member) 18.4

Mgmt For For Approve Discharge of Michael Cronk


Mgmt For For Approve Discharge of Wlodzimierz Bogucki


Mgmt For For Approve Discharge of Krzysztof Grzylinski


Mgmt Against For Elect Supervisory Board Member 19


Mgmt For For Approve Consolidated Text of Statute 20


EBARA FOODS INDUSTRY INC.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Miyazaki, Jun Mgmt For For

Mgmt Against For Elect Director Takai, Takayoshi 1.2


Mgmt Against For Elect Director Morimura, Takeshi 1.3


Mgmt Against For Elect Director Handa, Masayuki 1.4


Mgmt Against For Elect Director Hanzawa, Hisato 1.5


Mgmt For For Elect Director Akahori, Hiromi 1.6

Mgmt Against For Elect Director Kanno, Yutaka 1.7


Page 70 of 262



Ebiquity plc


Meeting Type: Annual Ticker: EBQ


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt For For Elect Rob Woodward as Director 3

Mgmt For For Re-elect Richard Nichols as Director 4

Mgmt For For Re-elect Michael Karg as Director 5

Mgmt For For Reappoint PricewaterhouseCoopers LLP as Auditors

6



8


9


10


Mgmt For For Approve the Terms of an Agreement Proposed to be made between RBC cees Trustee Limited and the Company for the Purchase by the Company of Ordinary Shares

12

Electricite de Strasbourg


Meeting Type: Annual/Special Ticker: ELEC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Page 71 of 262



Electricite de Strasbourg Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Financial Statements and Statutory

Reports 1



2

Mgmt Against For Approve Auditors' Special Report on Related-Party Transactions

3

Voter Rationale: Shareholders should be given relevant and sufficient information to make an informed decision.

Mgmt Against For Approve Consolidated Financial Statements and

Statutory Reports 4


Mgmt Against For Subject to the Next Board Meeting to be Held on March 20, 2018, Approve Compensation of CEO and Vice-CEO

5


Mgmt Against For Subject to the Next Board Meeting to be Held on March 20, 2018, Approve Compensation of

CEO and Vice-CEO

6


Mgmt Against For Subject to the Next Board Meeting to be Held on March 20, 2018, Approve Compensation of

CEO and Vice-CEO

7


Mgmt Against For Subject to the Next Board Meeting to be Held on March 20, 2018, Approve Compensation of CEO and Vice-CEO

8


Mgmt For For Ratify Appointment of Cedric Lewandowski as

Director 9

Mgmt Against For Appoint a New Auditor 10

Voter Rationale: Companies should disclose information on the auditor and fees paid to the auditor, and specify any non-audit work undertaken by the auditor.

Mgmt Against For Appoint a New Alternate Auditor 11



Page 72 of 262



Electricite de Strasbourg Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Amend Bylaws 12

Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. Furthermore, it is inappropriate for several voting items to be bundled into one resolution. Shareholders should be able to vote each item separately.


13

Enel Chile S.A.

Meeting Date: 04/25/2018 Country: Chile

Meeting Type: Annual Ticker: ENELCHILE

Primary ISIN: CL0002266774 Primary SEDOL: BYMLZD6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1

Mgmt For For Approve Allocation of Income and Dividends 2

Mgmt Against For Elect Directors 3

Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. In addition, 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 Against For Approve Remuneration of Directors 4

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 Against For Approve Remuneration and Budget of Directors'

Committee 5


Mgmt Present Board's Report on Expenses; Present Directors' Committee Report on Activities and

Expenses

6

Mgmt Against For Appoint Auditors 7


Mgmt For For Elect Two Supervisory Account Inspectors and

their Alternates; Approve their Remuneration 8

Mgmt For For Designate Risk Assessment Companies 9

Mgmt For For Approve Investment and Financing Policy 10

Page 73 of 262



Enel Chile S.A. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Present Dividend Policy and Distribution

Procedures 11

Mgmt Receive Report Regarding Related-Party

Transactions 12

Mgmt Present Report Re: Processing, Printing, and

Mailing Information Required by Chilean Law 13



Mgmt For For Authorize Board to Ratify and Execute Approved

Resolutions 15

Enel SpA


Meeting Type: Annual/Special Ticker: ENEL

Primary ISIN: IT0003128367 Primary SEDOL: 7144569

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


Mgmt Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares

3

Voter Rationale: Any request to use financial derivatives when repurchasing shares should be fully explained and justified by the company.

Mgmt For For Integrate Remuneration of Auditors 4

Mgmt Against For Approve Long Term Incentive Plan 5

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance.




Mgmt For For Amend Company Bylaws Re: Article 31 1.a

Mgmt For For Amend Company Bylaws Re: Article 21 1.b

Page 74 of 262



Enel SpA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Deliberations on Possible Legal Action Against

Directors if Presented by Shareholders A


Energa SA


Meeting Type: Annual Ticker: ENG

Primary ISIN: PLENERG00022 Primary SEDOL: BGQYBX7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Management Proposals Mgmt

Mgmt Open Meeting 1



Mgmt For For Approve Recording of AGM 4



Company's Operations 6


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


Mgmt For For Approve Discharge of Dariusz Kaskow (Former CEO)

9.1

Mgmt For For Approve Discharge of Mariusz Redaszka (Former Deputy CEO)

9.2

Mgmt For For Approve Discharge of Grzegorz Ksepko (Deputy CEO)

9.3

Mgmt For For Approve Discharge of Przemyslaw Piesiewicz (Former Deputy CEO)

9.4

Mgmt For For Approve Discharge of Mariola Zmudzinska (Former Deputy CEO)

9.5

Mgmt For For Approve Discharge of Jacek Koscielniak (Deputy CEO)

9.6

Mgmt For For Approve Discharge of Alicja Klimiuk (Deputy CEO)

9.7

Page 75 of 262



Energa SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Daniel Obajtek (CEO) 9.8

Mgmt For For Approve Discharge of Paula Ziemiecka-Ksiezak


Mgmt For For Approve Discharge of Zbigniew Wtulich


Mgmt For For Approve Discharge of Agnieszka Terlikowska-Kulesza (Supervisory Board Member)

10.3

Mgmt For For Approve Discharge of Maciej Zoltkiewicz


Mgmt For For Approve Discharge of Andrzej Powalowski


Mgmt For For Approve Discharge of Marek Szczepaniec


Mgmt For For Approve Discharge of Jacek Koscielniak



Operations 11



Mgmt For For Amend Regulations on General Meetings 13

Mgmt Shareholder Proposal

SH Against None Amend Statute Re: Management Board 14

Voter Rationale: Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

Mgmt Management Proposal


Eni S.p.A.


Meeting Type: Annual Ticker: ENI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Page 76 of 262



Eni S.p.A. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Reports 1



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, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

Mgmt For For Approve Auditors and Authorize Board to Fix Their Remuneration

4

Entegra Financial Corp.


Meeting Type: Annual Ticker: ENFC

Primary ISIN: US29363J1088 Primary SEDOL: BRBC4C3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Charles M. Edwards Mgmt For For


Mgmt For For Elect Director Jim M. Garner 1.2


Mgmt Against For Elect Director Fred H. Jones 1.3

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, 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 For Elect Director Douglas W. Kroske 1.4


Page 77 of 262



Entegra Financial Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


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. In addition, this plan could lead to excessive dilution. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, 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. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Ratify Dixon Hughes Goodman LLP as Auditors 3

Entergy Corporation


Meeting Type: Annual Ticker: ETR

Primary ISIN: US29364G1031 Primary SEDOL: 2317087

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director John R. Burbank Mgmt For For

Mgmt For For Elect Director Patrick J. Condon 1b

Mgmt For For Elect Director Leo P. Denault 1c


Mgmt For For Elect Director Kirkland H. Donald 1d

Mgmt For For Elect Director Philip L. Frederickson 1e


Mgmt Against For Elect Director Alexis M. Herman 1f


Page 78 of 262



Entergy Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Stuart L. Levenick 1g

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director Blanche Lambert Lincoln 1h


Mgmt For For Elect Director Karen A. Puckett 1i


2

Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Also, the remuneration committee should not allow vesting of incentive awards for below median performance.


SH For Against Report on Distributed Renewable Generation Resources

4

Voter Rationale: Climate change presents ongoing and serious risks to long-term shareholder value. Reporting through the Carbon Disclosure Project is noted, but more detailed information on the company's strategy and competitive positioning is merited.

EPAM Systems, Inc.


Meeting Type: Annual Ticker: EPAM

Primary ISIN: US29414B1044 Primary SEDOL: B44Z3T8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Arkadiy Dobkin Mgmt For For

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. In addition, 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 For Elect Director Robert E. Segert 1.2



Page 79 of 262



EPAM Systems, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Moreover, 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.

Erste Group Bank AG

Meeting Date: 05/24/2018 Country: Austria

Meeting Type: Annual Ticker: EBS

Primary ISIN: AT0000652011 Primary SEDOL: 5289837

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports (Non-Voting) Mgmt



Mgmt For For Approve Discharge of Management Board 3

Mgmt For For Approve Discharge of Supervisory Board 4

Mgmt For For Approve Remuneration of Supervisory Board

Members 5

Mgmt For For Ratify PwC Wirtschaftspruefung GmbH as

Auditors 6

Mgmt For For Approve Decrease in Size of Supervisory Board

to Eleven Members 7

Mgmt Against For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights

8


Mgmt Against For Approve Creation of EUR 343.6 Million Pool of Capital with Partial Exclusion of Preemptive Rights

9


Mgmt Against For Amend Articles to Reflect Changes in Capital 10


Page 80 of 262



Everest Re Group, Ltd.


Meeting Type: Annual Ticker: RE

Primary ISIN: BMG3223R1088 Primary SEDOL: 2556868

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Dominic J. Addesso Mgmt For For

Mgmt For For Elect Director John J. Amore 1.2


Mgmt Against For Elect Director William F. Galtney, Jr. 1.3

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director John A. Graf 1.4


Mgmt For For Elect Director Gerri Losquadro 1.5


Mgmt For For Elect Director Roger M. Singer 1.6


Mgmt Against For Elect Director Joseph V. Taranto 1.7


Mgmt Against For Elect Director John A. Weber 1.8

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their

Remuneration

2


Page 81 of 262



Everest Re Group, Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance.

Exelon Corporation


Meeting Type: Annual Ticker: EXC

Primary ISIN: US30161N1019 Primary SEDOL: 2670519

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Anthony K. Anderson Mgmt For For

Mgmt For For Elect Director Ann C. Berzin 1b

Mgmt For For Elect Director Christopher M. Crane 1c

Mgmt For For Elect Director Yves C. de Balmann 1d

Mgmt Against For Elect Director Nicholas DeBenedictis 1e

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Linda P. Jojo 1f

Mgmt For For Elect Director Paul L. Joskow 1g

Mgmt For For Elect Director Robert J. Lawless 1h

Mgmt For For Elect Director Richard W. Mies 1i

Mgmt Against For Elect Director John W. Rogers, Jr. 1j

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Director Mayo A. Shattuck, III 1k


Page 82 of 262



Exelon Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Stephen D. Steinour 1l




3


Exillon Energy plc


Meeting Type: Annual Ticker: EXI

Primary ISIN: IM00B58FMW76 Primary SEDOL: B58FMW7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




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, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. In addition, 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 Elect Viacheslav Nekrasov as Director 3

Mgmt For For Re-elect Sergey Koshelenko as Director 4

Mgmt For For Re-elect Alexander Markovtsev as Director 5

Mgmt For For Re-elect Roman Kudryashov as Director 6

Mgmt For For Re-elect Natalya Shternberg as Director 7

Mgmt For For Reappoint Ernst & Young LLP as Auditors 8



Rights 10

Page 83 of 262



Exillon Energy plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Rights 11




EXPRESS SCRIPTS HOLDING COMPANY


Meeting Type: Annual Ticker: ESRX

Primary ISIN: US30219G1085 Primary SEDOL: B7QQYV9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Maura C. Breen Mgmt For Against

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director William J. DeLaney 1b

Mgmt For For Elect Director Elder Granger 1c

Mgmt Against For Elect Director Nicholas J. LaHowchic 1d

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Against For Elect Director Thomas P. Mac Mahon 1e

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, this director is not sufficiently independent to serve as the independent lead director. Moreover, the board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.

Mgmt For For Elect Director Kathleen M. Mazzarella 1f

Mgmt For For Elect Director Frank Mergenthaler 1g

Mgmt For For Elect Director Woodrow A. Myers, Jr. 1h

Page 84 of 262



EXPRESS SCRIPTS HOLDING COMPANY Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Roderick A. Palmore 1i

Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. Also, the board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.

Mgmt Against For Elect Director George Paz 1j


Mgmt For For Elect Director William L. Roper 1k

Mgmt Against For Elect Director Seymour Sternberg 1l

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. Moreover, the board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.

Mgmt For For Elect Director Timothy Wentworth 1m



3

SH Against Against Report on Gender Pay Gap 4

Voter Rationale: Overall the level of disclosure provide is in line with the company's peers.

SH For Against Report on Measures Taken to Manage and Mitigate Cyber Risk

5

Voter Rationale: Additional and more comprehensive disclosure regarding how the company is managing and overseeing the protection of customer information, including at the management and board level, would allow shareholders to better understand how the company is managing potential risks associated with data breaches.

Exxon Mobil Corporation


Meeting Type: Annual Ticker: XOM

Primary ISIN: US30231G1022 Primary SEDOL: 2326618

Page 85 of 262



Exxon Mobil Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Susan K. Avery Mgmt For For

Mgmt For For Elect Director Angela F. Braly 1.2

Voter Rationale: Companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Mgmt For For Elect Director Ursula M. Burns 1.3

Mgmt For For Elect Director Kenneth C. Frazier 1.4


Mgmt For For Elect Director Steven A. Kandarian 1.5

Mgmt For For Elect Director Douglas R. Oberhelman 1.6

Mgmt For For Elect Director Samuel J. Palmisano 1.7


Mgmt For For Elect Director Steven S Reinemund 1.8

Mgmt For For Elect Director William C. Weldon 1.9

Mgmt For For Elect Director Darren W. Woods 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. Furthermore, 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. Lastly, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.





Page 86 of 262



Exxon Mobil Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Against Against Disclose a Board Diversity and Qualifications

Matrix 6

Voter Rationale: Sufficient information regarding the experiences, qualifications, and attributes of director nominees is provided for shareholders to assess their suitability for the board.

SH For Against Report on lobbying Payments and Policy 7


FDM Group (Holdings) PLC


Meeting Type: Annual Ticker: FDM

Primary ISIN: GB00BLWDVP51 Primary SEDOL: BLWDVP5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Mgmt For For Re-elect Andrew Brown as Director 5

Mgmt For For Re-elect Rod Flavell as Director 6

Mgmt For For Re-elect Sheila Flavell as Director 7

Mgmt For For Re-elect Michael McLaren as Director 8

Mgmt For For Re-elect Ivan Martin as Director 9

Mgmt For For Re-elect David Lister as Director 10

Mgmt For For Re-elect Michelle Senecal de Fonseca as

Director 11

Mgmt For For Re-elect Robin Taylor as Director 12

Mgmt For For Re-elect Peter Whiting as Director 13


Auditors 14


Page 87 of 262



FDM Group (Holdings) PLC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Rights 16


Rights 17

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Another Capital Investment

18




First American Financial Corporation


Meeting Type: Annual Ticker: FAF

Primary ISIN: US31847R1023 Primary SEDOL: B4NFPK4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Dennis J. Gilmore Mgmt For For


Mgmt For For Elect Director Margaret M. McCarthy 1.2




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


First Northern Community Bancorp


Meeting Type: Annual Ticker: FNRN

Primary ISIN: US3359251036 Primary SEDOL: B018Y55

Page 88 of 262



First Northern Community Bancorp

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Frank J. Andrews, Jr. Mgmt For Withhold


Mgmt For For Elect Director Patrick R. Brady 1.2

Mgmt Withhold For Elect Director John M. Carbahal 1.3

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Withhold For Elect Director Gregory DuPratt 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 action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Barbara A. Hayes 1.5

Mgmt For For Elect Director Richard M. Martinez 1.6

Mgmt Withhold For Elect Director Foy S. McNaughton 1.7


Mgmt For For Elect Director Sean P. Quinn 1.8

Mgmt For For Elect Director Mark C. Schulze 1.9

Mgmt For For Elect Director Louise A. Walker 1.10

Mgmt For For Ratify Moss Adams LLP as Auditors 2

FirstEnergy Corp.


Meeting Type: Annual Ticker: FE


Page 89 of 262



FirstEnergy Corp.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Paul T. Addison Mgmt For Withhold


Mgmt For For Elect Director Michael J. Anderson 1.2

Mgmt For For Elect Director Steven J. Demetriou 1.3

Mgmt For For Elect Director Julia L. Johnson 1.4

Mgmt For For Elect Director Charles E. Jones 1.5

Mgmt For For Elect Director Donald T. Misheff 1.6

Mgmt For For Elect Director Thomas N. Mitchell 1.7

Mgmt For For Elect Director James F. O'Neil, III 1.8

Mgmt Withhold For Elect Director Christopher D. Pappas 1.9


Mgmt For For Elect Director Sandra Pianalto 1.10

Mgmt For For Elect Director Luis A. Reyes 1.11

Mgmt For For Elect Director Jerry Sue Thornton 1.12



3

Mgmt For For Eliminate Supermajority Vote Requirement 4


Mgmt For For Adopt Majority Voting for Uncontested Election of Directors

5

Voter Rationale: The company's decision to introduce majority voting to elect directors is a good improvement. However, boards should adopt a truly binding standard so that shareholders make the ultimate decision about who will represent their interests.

Mgmt For For Provide Proxy Access Right 6


SH For Against Reduce Ownership Threshold for Shareholders to Call Special Meeting

7


Page 90 of 262



Fnac Darty


Meeting Type: Annual/Special Ticker: FNAC

Primary ISIN: FR0011476928 Primary SEDOL: B7VQL46

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Financial Statements and Statutory Reports

1

Mgmt For For Approve Consolidated Financial Statements and Statutory Reports

2

Mgmt For For Approve Non-Deductible Expenses 3

Mgmt For For Approve Treatment of Losses 4


5

Voter Rationale: The proposed non-compete agreement is in addition to the benefits retiring executives will receive as part of a severance package and/or the additional pension scheme.

Mgmt For For Reelect Nonce Paolini as Director 6

Mgmt For For Elect Caroline Gregoire Sainte Marie as Director 7

Mgmt For For Ratify Appointment of Sandra Lagumina as Director

8

Mgmt For For Ratify Appointment of Delphine Mousseau as Director

9

Mgmt For For Ratify Appointment of Daniela Weber-Rey as Director

10

Mgmt For For Reelect Sandra Lagumina as Director 11

Mgmt Against For Approve Compensation of Alexandre Bompard, Chairman and CEO until July 17, 2017

12

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, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. Moreover, 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 Jacques Veyrat,

Chairman of the Board since July 17, 2017 13

Mgmt Against For Approve Compensation of Enrique Martinez, CEO since July 17, 2017

14

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, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. Moreover, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Page 91 of 262



Fnac Darty Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Remuneration Policy of Chairman of

the Board 15

Mgmt Against For Approve Remuneration Policy of CEO and

Executive Corporate Officers 16

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Moreover, 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 of Directors in the Aggregate Amount of EUR 450,000

17

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

18



19

Mgmt For For Amend Article 19 of Bylaws to Comply with Legal Changes Re: Remuneration of Board of Directors Members, Chairman, CEO, Vice-CEOs and Corporate Officers

20


21

Mgmt Shareholder Proposals Submitted by SFAM Developpement

SH Against Against Elect Kilani Sadri Fegaier as Director A

SH Against Against Elect Nicole Guedj as Director B

FRANKLIN FINANCIAL SERVICES CORPORATION


Meeting Type: Annual Ticker: FRAF

Primary ISIN: US3535251082 Primary SEDOL: B019C32

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Daniel J. Fisher Mgmt For For


Page 92 of 262



FRANKLIN FINANCIAL SERVICES CORPORATION Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Withhold For Elect Director Donald A. Fry 1.2

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 For Elect Director Richard E. Jordan, III 1.3


Mgmt For For Elect Director Donald H. Mowery 1.4



2


Fresh Del Monte Produce Inc.

Meeting Date: 05/02/2018 Country: Cayman Islands

Meeting Type: Annual Ticker: FDP

Primary ISIN: KYG367381053 Primary SEDOL: 2118707

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Mohammad Abu-Ghazaleh Mgmt For For

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. Furthermore, 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.

Page 93 of 262



Fresh Del Monte Produce Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director John H. Dalton 1b

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. Moreover, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the lack of a robust anti-pledging policy is concerning and raises questions about audit committee effectiveness in carrying out its risk oversight function. We encourage the committee to adopt a policy ideally prohibiting or severely restricting the pledging of company shares by executives. Lastly, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Mgmt For For Elect Director Ahmad Abu-Ghazaleh 1c



2



Mgmt For For Approve Dividends 4


5

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, 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. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

FS Bancorp, Inc.


Meeting Type: Annual Ticker: FSBW

Primary ISIN: US30263Y1047 Primary SEDOL: B4Z5FD5

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Joseph C. Adams Mgmt For For


Page 94 of 262



FS Bancorp, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Joseph P. Zavaglia 1.2



2

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Moreover, 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. We will continue to review these arrangements and potentially provide an adverse vote instruction at next year’s AGM.

Mgmt For For Approve 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. In addition, this plan could lead to excessive dilution. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, 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. We will continue to review these arrangements and potentially provide an adverse vote instruction at next year’s AGM.

Mgmt For For Ratify Moss Adams LLP as Auditors 4

Fujishoji Co., Ltd.



Primary ISIN: JP3814600007 Primary SEDOL: B1MP485

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Allocation of Income, with a Final

Dividend of JPY 25 Mgmt For For

Mgmt For For Elect Director Matsumoto, Kunio 2.1

Mgmt Against For Elect Director Matsumoto, Masao 2.2


Mgmt For For Elect Director Inoue, Takashi 2.3

Mgmt Against For Elect Director Yoneda, Katsumi 2.4


Mgmt Against For Elect Director Tonaka, Nobuhide 2.5


Page 95 of 262



Fujishoji Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Imayama, Takenari 2.6


Mgmt Against For Elect Director Matsushita, Tomoto 2.7


Mgmt For For Elect Director Tsubomoto, Koichiro 2.8

Mgmt For For Elect Director Kawazoe, Tsuguo 2.9

Mgmt Against For Appoint Statutory Auditor Kamigaito, Takao 3.1

Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

Mgmt Against For Appoint Statutory Auditor Kawashima, Ikuya 3.2


Mgmt For For Approve Compensation Ceiling for Directors 4

Mgmt For For Approve Annual Bonus 5

Gamecard-Joyco Holdings Inc



Primary ISIN: JP3282270002 Primary SEDOL: B3NNBT2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Allocation of Income, With a Final Dividend of JPY 20

Mgmt For For

Mgmt For For Elect Director Makita, Hotaka 2.1

Mgmt Against For Elect Director Yanagi, Kango 2.2


Mgmt Against For Elect Director Ichihara, Takaaki 2.3


Mgmt Against For Elect Director Tsutsui, Kimihisa 2.4


Page 96 of 262



Gamecard-Joyco Holdings Inc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Inoue, Takashi 2.5


Mgmt Against For Elect Director Suzuki, Satoru 2.6


Gamma Communications plc


Meeting Type: Annual Ticker: GAMA

Primary ISIN: GB00BQS10J50 Primary SEDOL: BQS10J5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Mgmt For For Reappoint Deloitte LLP as Auditors and

Authorise Their Remuneration 4

Mgmt Against For Re-elect Richard Last as Director 5

Voter Rationale: Chairman are not expected to hold more than one other chairmanship or serve as an executive at another company. No more than three additional NED positions should be held by a serving chairman.

Mgmt For For Re-elect Andrew Belshaw as Director 6

Mgmt For For Re-elect Alan Gibbins as Director 7

Mgmt For For Re-elect Martin Lea as Director 8

Mgmt For For Re-elect Andrew Stone as Director 9

Mgmt For For Re-elect Wu Long Peng as Director 10

Mgmt For For Elect Andrew Taylor as Director 11


Rights 12


Rights 13


14

Page 97 of 262



Gamma Communications plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Gilead Sciences, Inc.


Meeting Type: Annual Ticker: GILD


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director John F. Cogan Mgmt For For

Mgmt For For Elect Director Jacqueline K. Barton 1b

Mgmt For For Elect Director Kelly A. Kramer 1c

Mgmt For For Elect Director Kevin E. Lofton 1d

Mgmt For For Elect Director John C. Martin 1e

Mgmt For For Elect Director John F. Milligan 1f

Mgmt For For Elect Director Richard J. Whitley 1g

Mgmt For For Elect Director Gayle E. Wilson 1h

Mgmt For For Elect Director Per Wold-Olsen 1i





Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Lastly, 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.




Page 98 of 262



GlaxoSmithKline plc


Meeting Type: Annual Ticker: GSK


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt For For Elect Dr Hal Barron as Director 3

Mgmt For For Elect Dr Laurie Glimcher as Director 4

Mgmt For For Re-elect Philip Hampton as Director 5

Mgmt For For Re-elect Emma Walmsley as Director 6

Mgmt For For Re-elect Vindi Banga as Director 7

Mgmt For For Re-elect Dr Vivienne Cox as Director 8

Mgmt For For Re-elect Simon Dingemans as Director 9

Mgmt For For Re-elect Lynn Elsenhans as Director 10

Mgmt For For Re-elect Dr Jesse Goodman as Director 11

Mgmt For For Re-elect Judy Lewent as Director 12

Mgmt For For Re-elect Urs Rohner as Director 13

Mgmt For For Appoint Deloitte LLP as Auditors 14

Mgmt For For Authorise the Audit & Risk Committee to Fix Remuneration of Auditors

15


16


17


18



19


Mgmt For For Approve the Exemption from Statement of the Name of the Senior Statutory Auditor in

Published Copies of the Auditors' Reports

21


22

Page 99 of 262



GlaxoSmithKline plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


GlaxoSmithKline plc


Meeting Type: Special Ticker: GSK


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve the Buyout of Novartis' Interest in GlaxoSmithKline Consumer Healthcare Holdings Limited for the Purposes of Chapter 11 of the

Listing Rules of the Financial Conduct Authority

Mgmt For For

Goldlion Holdings Ltd.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Mgmt For For Elect Wong Lei Kuan as Director 3a

Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

Mgmt Against For Elect Ng Ming Wah, Charles as Director 3b

Voter Rationale: 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. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Nguyen, Van Tu Peter as Director 3c

Page 100 of 262



Goldlion Holdings Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Authorize Board to Fix Remuneration of

Directors 3d







Mgmt Against For Authorize Reissuance of Repurchased Shares 7

Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.

Great Eastern Holdings Limited


Meeting Type: Annual Ticker: G07

Primary ISIN: SG1I55882803 Primary SEDOL: 6235000

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt Against For Elect Koh Beng Seng as Director 3a1

Voter Rationale: The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, for companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders. Lastly, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Law Song Keng as Director 3a2

Mgmt For For Elect Soon Tit Koon as Director 3a3

Mgmt For For Elect Lee Fook Sun as Director 3b1

Mgmt For For Elect Teoh Lian Ee as Director 3b2


Mgmt For For Approve Ernst & Young LLP as Auditors and

Authorize Board to Fix Their Remuneration 5

Page 101 of 262



Great Eastern Holdings Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Authorize Issuance of Equity or Equity-Linked

Securities with Preemptive Rights 6

Mgmt For For Approve Issuance of Shares Under the Great

Eastern Holdings Limited Scrip Dividend Scheme 7

Griffin Mining Limited


Meeting Type: Annual Ticker: GFM

Primary ISIN: BMG319201049 Primary SEDOL: 0050384

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Fix Number of Directors at Seven and Determine Casual Vacancies

Mgmt For For

Mgmt For For Re-elect Mladen Ninkov as Director 2

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure an orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Also, 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 Against For Re-elect Dal Brynelsen as Director 3

Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Re-elect Rupert Crowe as Director 4


Mgmt For For Re-elect Roger Goodwin as Director 5

Mgmt Against For Re-elect Adam Usdan as Director 6


Page 102 of 262



Groupe Partouche


Meeting Type: Annual/Special Ticker: PARP

Primary ISIN: FR0012612646 Primary SEDOL: BWCGXQ6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


Mgmt For For Approve Allocation of Income and Absence of Dividends

3


4

Mgmt For For Approve Auditors' Special Report on Related-Party Transactions

5

Mgmt Against For Authorize Repurchase of Up to 10 Percent of Issued Share Capital

6

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.

Mgmt Against For Ratify Appointment of Caroline Texier as Supervisory Board Member

7


Mgmt Against For Approve Remuneration Policy of Management Board Members and Supervisory Board Members

8

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements.

Mgmt For For Approve Remuneration of Supervisory Board Members in the Aggregate Amount of EUR 120,000

9

Mgmt For For Authorize Filing of Required Documents/Other

Formalities 10


Mgmt For For Authorize Decrease in Share Capital via

Cancellation of Repurchased Shares 11

Mgmt For For Acknowledge Future Election of Employee Representatives to the Supervisory Board and Set Length of Term to Two Years

12

Mgmt For For Amend Article 20 of Bylaws Re: Employee

Representatives 13

Mgmt For For Amend Article 4 of Bylaws Re: Headquarters 14

Page 103 of 262



Groupe Partouche Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Authorize Capital Issuances for Use in Employee

Stock Purchase Plans 15


Formalities 16

Hamilton Beach Brands Holding Company


Meeting Type: Annual Ticker: HBB

Primary ISIN: US40701T1043 Primary SEDOL: BF22688

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Mark R. Belgya Mgmt For For

Mgmt Withhold For Elect Director J.C. Butler, Jr. 1.2


Mgmt Withhold For Elect Director John P. Jumper 1.3

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval.

Mgmt Withhold For Elect Director Dennis W. LaBarre 1.4


Mgmt Withhold For Elect Director Michael S. Miller 1.5


Mgmt For For Elect Director Alfred M. Rankin, Jr. 1.6

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director Roger F. Rankin 1.7

Mgmt For For Elect Director Thomas T. Rankin 1.8

Mgmt Withhold For Elect Director James A. Ratner 1.9


Page 104 of 262



Hamilton Beach Brands Holding Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Withhold For Elect Director David F. Taplin 1.10


Mgmt For For Elect Director Gregory H. Trepp 1.11

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders


Hansteen Holdings PLC


Meeting Type: Special Ticker: HSTN

Primary ISIN: GB00B0PPFY88 Primary SEDOL: B0PPFY8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve the Reduction and the Return of

Capital Mgmt For For

Haw Par Corporation Limited


Meeting Type: Annual Ticker: H02

Primary ISIN: SG1D25001158 Primary SEDOL: 6415523

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Adopt Financial Statements and Directors' and Auditors' Reports

Mgmt For For

Mgmt For For Approve Second and Final Dividend 2

Mgmt For For Elect Wee Ee Lim as Director 3

Mgmt For For Elect Chew Kia Ngee as Director 4

Mgmt For For Elect Peter Sim Swee Yam as Director 5


Page 105 of 262



Haw Par Corporation Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration

7


Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities with or without Preemptive Rights

8


HEIAN CEREMONY SERVICE CO. LTD.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Elect Director Shibata, Hiromi 2

Hellenic Telecommunication Organization (OTE) SA

Meeting Date: 06/12/2018 Country: Greece

Meeting Type: Annual Ticker: HTO

Primary ISIN: GRS260333000 Primary SEDOL: 5051605

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Annual Meeting Agenda Mgmt


1


Mgmt For For Approve Discharge of Board and Auditors 2

Mgmt For For Ratify Auditors 3

Page 106 of 262



Hellenic Telecommunication Organization (OTE) SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Against None Approve Director Remuneration 4


Mgmt For For Approve Director Liability Contracts 5

Mgmt For For Amend Corporate Purpose 6

SH For None Elect Alberto Horcajo as Director 7.1

SH Do Not Vote None Elect Michael Tsamaz as Director 7.2


SH Abstain None Elect Charalampos Mazarakis as Director 7.3


SH Abstain None Elect Srini Gopalan as Director 7.4


SH Abstain None Elect Robert Hauber as Director 7.5


SH Abstain None Elect Michael Wilkens as Director 7.6


SH Abstain None Elect Kyra Orth as Director 7.7


SH Abstain None Elect Panagiotis Tabourlos as Director 7.8


SH Abstain None Elect Andreas Psathas as Director 7.9


SH Abstain None Elect Ioannis Floros as Director 7.10


SH Abstain None Elect Panagiotis Skevofylax as Director 7.11


Mgmt For For Authorize Board or Directors to Participate in

Companies with Similar Business Interests 8

Page 107 of 262



HFF, Inc.


Meeting Type: Annual Ticker: HF

Primary ISIN: US40418F1084 Primary SEDOL: B1Q1RT1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Susan P. McGalla Mgmt For For


Mgmt For For Elect Director Lenore M. Sullivan 1.2


Mgmt For For Elect Director Morgan K. O'Brien 1.3




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


Highlight Communications AG


Meeting Type: Annual Ticker: HLG

Primary ISIN: CH0006539198 Primary SEDOL: 7649967


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports Mgmt For Do Not Vote

Mgmt Do Not Vote For Approve Remuneration Report (Non-Binding) 2

Mgmt Do Not Vote For Approve Discharge of Board and Senior

Management 3

Page 108 of 262



Highlight Communications AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Do Not Vote For Approve Allocation of Income 4.1

Mgmt Do Not Vote For Approve Dividends of CHF 0.20 per Share out of

Capital Contribution Reserves 4.2

Mgmt Do Not Vote For Reelect Bernhard Burgener as Director 5.1.1

Mgmt Do Not Vote For Reelect Rene Camenzind as Director 5.1.2

Mgmt Do Not Vote For Reelect Martin Hellstern as Director 5.1.3

Mgmt Do Not Vote For Reelect Peter von Bueren as Director 5.1.4

Mgmt Do Not Vote For Elect Bernhard Burgener as Board Chairman 5.2

Mgmt Do Not Vote For Appoint Martin Hellstern as Member of the

Compensation Committee 5.3.1

Mgmt Do Not Vote For Appoint Rene Camenzind as Member of the

Compensation Committee 5.3.2

Mgmt Do Not Vote For Ratify PricewaterhouseCoopers AG as Auditors 6

Mgmt Do Not Vote For Designate Rolf Freiermuth as Independent

Proxy 7

Mgmt Do Not Vote For Approve Remuneration of Directors in the

Amount of CHF 200,000 8

Mgmt Do Not Vote For Approve Fixed Remuneration of Executive

Committee in the Amount of CHF 2.8 Million 9.1

Mgmt Do Not Vote For Approve Variable Remuneration of Executive Committee and Executive Directors in the Amount of CHF 1 Million

9.2

Mgmt Do Not Vote For Transact Other Business (Voting) 10

Hong Leong Finance Limited


Meeting Type: Annual Ticker: S41

Primary ISIN: SG1M04001939 Primary SEDOL: 6811767

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Page 109 of 262



Hong Leong Finance Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Elect Kwek Leng Beng as Director 4a


Mgmt Against For Elect Kwek Leng Kee as Director 4b

Voter Rationale: For companies without an independent chairman, the board should include at least 50% independent directors to ensure appropriate balance of independence and objectivity.

Mgmt For For Elect Raymond Lim Siang Keat as Director 4c

Mgmt For For Approve KPMG LLP as Auditors and Authorize Board to Fix Their Remuneration

5

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities with or without Preemptive Rights

6

Mgmt Against For Approve Grant of Options and Issuance of Shares Under the Hong Leong Finance Share

Option Scheme 2001

7

Voter Rationale: Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, options should be issued at no less than market price, except for an all-employee plan where the discount should not exceed 20% on a fixed date. In addition, 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. Finally, this plan could lead to excessive dilution.

Humana Inc.


Meeting Type: Annual Ticker: HUM


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Kurt J. Hilzinger Mgmt For Against

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director Frank J. Bisignano 1b

Mgmt For For Elect Director Bruce D. Broussard 1c

Page 110 of 262



Humana Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Frank A. D'Amelio 1d

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director Karen B. DeSalvo 1e

Mgmt Against For Elect Director W. Roy Dunbar 1f

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Against For Elect Director David A. Jones, Jr. 1g

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director William J. McDonald 1h

Mgmt For For Elect Director William E. Mitchell 1i

Mgmt For For Elect Director David B. Nash 1j

Mgmt For For Elect Director James J. O'Brien 1k

Mgmt For For Elect Director Marissa T. Peterson 1l





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. Also, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, 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.

Page 111 of 262



Industrial and Commercial Bank of China Limited

Meeting Date: 06/26/2018 Country: China


Primary ISIN: CNE1000003G1 Primary SEDOL: B1G1QD8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

AGM BALLOT FOR HOLDERS OF H SHARES Mgmt

Mgmt For For Approve 2017 Work Report of the Board of Directors

1

Mgmt For For Approve 2017 Work Report of the Board of Supervisors

2

Mgmt For For Approve 2017 Audited Accounts 3

Mgmt For For Approve 2017 Profit Distribution Plan 4

Mgmt For For Approve 2018 Fixed Asset Investment Budget 5

Mgmt For For Approve 2018-2020 Capital Planning 6

Mgmt For For Approve KPMG Huazhen LLP and KPMG as External Auditors and KPMG Huazhen LLP as

Internal Control Auditors

7

Mgmt Against For Elect Cheng Fengchao Director 8

Mgmt For For Amend Plan on Authorization of the Shareholders' General Meeting to the Board of

Directors

9

Information Services Corporation


Meeting Type: Annual Ticker: ISV

Primary ISIN: CA45676A1057 Primary SEDOL: BC1JG90

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Karyn A. Brooks Mgmt For For


Page 112 of 262



Information Services Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Anthony Robert Guglielmin 1.2

Voter Rationale: In the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process. Furthermore, 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 For Elect Director William Scott Musgrave 1.3


Mgmt For For Elect Director Iraj Pourian 1.4


Mgmt For For Elect Director Laurie Powers 1.5


Mgmt For For Elect Director Heather Ross 1.6


Mgmt For For Elect Director Dion E. Tchorzewski 1.7


Mgmt For For Approve Deloitte LLP as Auditors and Authorize

Board to Fix Their Remuneration 2

Ingredion Incorporated


Meeting Type: Annual Ticker: INGR

Primary ISIN: US4571871023 Primary SEDOL: B7K24P7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Luis Aranguren-Trellez Mgmt For Against

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, former employees or company founders are not sufficiently independent to serve on key board committees.The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Page 113 of 262



Ingredion Incorporated Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director David B. Fischer 1b

Mgmt For For Elect Director Ilene S. Gordon 1c

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director Paul Hanrahan 1d

Mgmt For For Elect Director Rhonda L. Jordan 1e

Mgmt Against For Elect Director Gregory B. Kenny 1f

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. Additionally, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Director Barbara A. Klein 1g

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Victoria J. Reich 1h

Mgmt For For Elect Director Jorge A. Uribe 1i

Mgmt For For Elect Director Dwayne A. Wilson 1j


Mgmt For For Elect Director James P. Zallie 1k



Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, 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.



Page 114 of 262



Insperity, Inc.


Meeting Type: Annual Ticker: NSP

Primary ISIN: US45778Q1076 Primary SEDOL: 2007281

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Carol R. Kaufman Mgmt For For

Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. In addition, 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 For Elect Director Paul J. Sarvadi 1.2

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, 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. Moreover, 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 For Increase Authorized Common Stock 4

Intel Corporation


Meeting Type: Annual Ticker: INTC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Aneel Bhusri Mgmt For For

Page 115 of 262



Intel Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Andy D. Bryant 1b


Mgmt Against For Elect Director Reed E. Hundt 1c

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Omar Ishrak 1d

Mgmt For For Elect Director Brian M. Krzanich 1e

Mgmt For For Elect Director Risa Lavizzo-Mourey 1f

Mgmt For For Elect Director Tsu-Jae King Liu 1g

Mgmt For For Elect Director Gregory D. Smith 1h

Mgmt For For Elect Director Andrew Wilson 1i

Mgmt For For Elect Director Frank D. Yeary 1j




3

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance.


Voter Rationale: Qualified investors should have the opportunity to put resolutions to all shareholders, either in a company meeting or by expressing their intentions through the mail. A total holding requirement of 5% is a suitable threshold to avoid abuse.



SH Abstain Against Report on Costs and Benefits of Poltical

Contributions 6

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.

Page 116 of 262



International Business Machines Corporation


Meeting Type: Annual Ticker: IBM


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Kenneth I. Chenault Mgmt For Against


Mgmt Against For Elect Director Michael L. Eskew 1.2

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. Furthermore, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Also, this director is not sufficiently independent to serve as the independent lead director. In addition, 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 For Elect Director David N. Farr 1.3

Mgmt For For Elect Director Alex Gorsky 1.4

Mgmt Against For Elect Director Shirley Ann Jackson 1.5

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. Furthermore, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Andrew N. Liveris 1.6

Mgmt For For Elect Director Hutham S. Olayan 1.7


Mgmt For For Elect Director James W. Owens 1.8

Mgmt For For Elect Director Virginia M. Rometty 1.9


Mgmt Against For Elect Director Joseph R. Swedish 1.10

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Page 117 of 262



International Business Machines Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Sidney Taurel 1.11


Mgmt For For Elect Director Peter R. Voser 1.12

Mgmt Against For Elect Director Frederick H. Waddell 1.13

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.




3









International Consolidated Airlines Group SA

Meeting Date: 06/13/2018 Country: Spain

Meeting Type: Annual Ticker: IAG

Primary ISIN: ES0177542018 Primary SEDOL: B5M6XQ7

Page 118 of 262



International Consolidated Airlines Group SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Consolidated and Standalone Financial

Statements Mgmt For For

Mgmt For For Approve Allocation of Income 2.a

Mgmt For For Approve Dividends 2.b

Mgmt For For Approve Discharge of Board 3

Mgmt For For Renew Appointment of Ernst & Young as

Auditor 4.a

Mgmt For For Authorize Board to Fix Remuneration of Auditor 4.b

Mgmt For For Reelect Antonio Vazquez Romero as Director 5.a

Mgmt For For Reelect William Walsh as Director 5.b

Mgmt For For Reelect Marc Bolland as Director 5.c

Mgmt For For Reelect Patrick Cescau as Director 5.d

Mgmt For For Reelect Enrique Dupuy de Lome Chavarri as

Director 5.e

Mgmt For For Reelect Maria Fernanda Mejia Campuzano as

Director 5.f

Mgmt For For Reelect Kieran Poynter as Director 5.g

Mgmt For For Reelect Emilio Saracho Rodriguez de Torres as

Director 5.h

Mgmt For For Reelect Dame Marjorie Scardino as Director 5.i

Mgmt For For Reelect Nicola Shaw as Director 5.j

Mgmt For For Reelect Alberto Terol Esteban as Director 5.k

Mgmt For For Elect Deborah Kerr as Director 5.l

Mgmt For For Advisory Vote on Remuneration Report 6.a

Mgmt For For Approve Remuneration Policy 6.b

Mgmt For For Approve Allotment of Shares of the Company for Share Awards Including the Awards to Executive Directors under the Performance

Share Plan and Incentive Award Deferral Plan

7

Mgmt For For Authorize Share Repurchase Program 8

Mgmt For For Authorize Increase in Capital via Issuance of Equity or Equity-Linked Securities with Preemptive Rights

9

Page 119 of 262



International Consolidated Airlines Group SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Authorize Issuance of Convertible Bonds, Debentures, Warrants, and Other Debt Securities with Preemptive Rights up to EUR 1.5 Billion

10

Mgmt For For Authorize Board to Exclude Preemptive Rights in Connection with the Increase in Capital and Issuance of Convertible Debt Securities

11

Mgmt For For Approve Reduction in Share Capital via

Amortization of Treasury Shares 12

Mgmt For For Authorize Board to Ratify and Execute Approved

Resolutions 13

Intesa SanPaolo SPA


Meeting Type: Annual/Special Ticker: ISP


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1.a

Mgmt For For Approve Allocation of Income 1.b

Mgmt For For Integrate Remuneration of External Auditors 2

Mgmt For For Approve Remuneration Policy 3.a

Mgmt For For Approve Fixed-Variable Compensation Ratio 3.b

Mgmt For For Approve Annual Incentive Plan 3.c

Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares to Service Annual Incentive Plan

3.d

Mgmt For For Approve POP Long-Term Incentive Plan 3.e

Mgmt For For Approve LECOIP 2.0 Long-Term Incentive Plan 3.f


Mgmt For For Approve Conversion of Saving Shares into Ordinary Shares

1

Mgmt For For Authorize Board to Increase Capital to Service LECOIP 2.0 Long-Term Incentive Plan

2

Page 120 of 262



Intralot SA


Meeting Type: Annual Ticker: INLOT


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1



Mgmt Against For Approve Auditors and Fix Their Remuneration 3


Mgmt Against For Approve Director Remuneration 4


Mgmt Against For Approve Related Party Transactions 5


Mgmt For For Authorize Board to Participate in Companies

with Similar Business Interests 6


Mgmt For For Approve Reduction in Issued Share Capital 8



Isewan Terminal Service Co. Ltd.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Page 121 of 262



Isewan Terminal Service Co. Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Takahashi, Akihiko 2.1


Mgmt For For Elect Director Kanno, Koichi 2.2

Mgmt Against For Appoint Statutory Auditor Nakano, Masayoshi 3.1


Mgmt For For Appoint Statutory Auditor Mizuno, Satoshi 3.2

Mgmt Against For Appoint Statutory Auditor Nakamura, Seiichi 3.3


ITOCHU-SHOKUHIN Co., Ltd.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Allocation of Income, With a Final

Dividend of JPY 37.5 Mgmt For For

Mgmt For For Amend Articles to Amend Business Lines -

Amend Provisions on Director Titles 2

Mgmt For For Elect Director Okamoto, Hitoshi 3.1

Mgmt Against For Elect Director Hamaguchi, Taizo 3.2


Mgmt Against For Elect Director Ogama, Kenichi 3.3


Mgmt Against For Elect Director Miura, Koichi 3.4


Mgmt Against For Elect Director Kawaguchi, Koichi 3.5


Page 122 of 262



ITOCHU-SHOKUHIN Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Goto, Akihiko 3.6


Mgmt Against For Elect Director Osaki, Tsuyoshi 3.7


Mgmt Against For Elect Director Hosomi, Kensuke 3.8


Mgmt For For Elect Director Hashimoto, Ken 3.9

Mgmt Against For Elect Director Miyasaka, Yasuyuki 3.10


Mgmt Against For Appoint Statutory Auditor Himeno, Akira 4.1


Mgmt Against For Appoint Statutory Auditor Hagiwara, Takeshi 4.2


Janus Henderson Group plc

Meeting Date: 05/03/2018 Country: Jersey

Meeting Type: Annual Ticker: JHG

Primary ISIN: JE00BYPZJM29 Primary SEDOL: BYPZJQ6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Re-elect Sarah Arkle as Director 2

Mgmt For For Re-elect Kalpana Desai as Director 3

Mgmt For For Re-elect Jeffrey Diermeier as Director 4

Mgmt For For Re-elect Kevin Dolan as Director 5

Mgmt For For Re-elect Eugene Flood Jr as Director 6

Mgmt For For Re-elect Andrew Formica as Director 7

Mgmt For For Re-elect Richard Gillingwater as Director 8

Page 123 of 262



Janus Henderson Group plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Lawrence Kochard as Director 9

Mgmt For For Re-elect Glenn Schafer as Director 10

Mgmt For For Re-elect Angela Seymour-Jackson as Director 11

Mgmt For For Re-elect Richard Weil as Director 12

Mgmt For For Re-elect Tatsusaburo Yamamoto as Director 13


Auditors and Authorise Their Remuneration 14

Mgmt Against For Approve Deferred Equity Plan 15

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, 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.This plan could lead to excessive dilution.

Mgmt Against For Approve Restricted Share Plan 16

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, 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. This plan could lead to excessive dilution.

Mgmt Against For Approve Buy As You Earn Plan 17


Mgmt Against For Approve International Buy As You Earn Plan 18


Mgmt Against For Approve Sharesave Scheme 19


Mgmt Against For Approve Long Term Incentive Stock Plan 20

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, 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. In addition, this plan could lead to excessive dilution. Likewise, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Also, 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. In addition, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated.Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Page 124 of 262



Janus Henderson Group plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Employment Inducement Award Plan 21

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, 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. In addition, this plan could lead to excessive dilution. Likewise, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Also, 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. In addition, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated.Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt Against For Approve Employee Stock Purchase Plan 22



Mgmt For For Authorise Market Purchase of CDIs 24

JD Sports Fashion plc


Meeting Type: Special Ticker: JD.

Primary ISIN: GB00BYX91H57 Primary SEDOL: BYX91H5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Acquisition of The Finish Line, Inc. Mgmt For For

JD Sports Fashion plc


Meeting Type: Annual Ticker: JD.

Primary ISIN: GB00BYX91H57 Primary SEDOL: BYX91H5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Page 125 of 262



JD Sports Fashion plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Re-elect Peter Cowgill as Director 4

Mgmt For For Re-elect Brian Small as Director 5

Mgmt For For Re-elect Andrew Leslie as Director 6

Mgmt For For Re-elect Martin Davies as Director 7

Mgmt For For Re-elect Heather Jackson as Director 8

Mgmt For For Re-elect Andrew Rubin as Director 9


Mgmt For For Authorise the Audit Committee to Fix

Remuneration of Auditors 11


Expenditure 12



JMS Co. Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Appoint Statutory Auditor Kondo, Yoshio 2

Mgmt For For Appoint Alternate Statutory Auditor Tohi, Akihiro 3

Mgmt Against For Approve Equity Compensation Plan 4

Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.

Johnson & Johnson


Meeting Type: Annual Ticker: JNJ


Page 126 of 262



Johnson & Johnson

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Mary C. Beckerle Mgmt For For

Mgmt For For Elect Director D. Scott Davis 1b

Mgmt For For Elect Director Ian E. L. Davis 1c

Mgmt For For Elect Director Jennifer A. Doudna 1d

Mgmt For For Elect Director Alex Gorsky 1e

Mgmt For For Elect Director Mark B. McClellan 1f

Mgmt For For Elect Director Anne M. Mulcahy 1g

Mgmt For For Elect Director William D. Perez 1h

Mgmt For For Elect Director Charles Prince 1i

Mgmt For For Elect Director A. Eugene Washington 1j

Mgmt For For Elect Director Ronald A. Williams 1k



Voter Rationale: We continue to be concerned at the structure of the long-term incentive plan. Firstly, we encourage performance targets to be disclosed ex-ante for all of the long-term incentive plan's performance metrics. Secondly, we believe that there should be consideration for non-financial metrics in the pay plan which considers performance against factors such as product safety, regulatory fines, business ethics and other qualitative factors which are critical in the pharmaceutical industry. Finally, we question the use of three one-year sales goals in the LTIP - especially as there is a similar sales based target in the short-term annual bonus plan. Given that the current structure does not foster outperformance relative to peers, we remain unable to support management in its advisory vote on pay. We encourage the board to demonstrate greater responsiveness on the issue.



SH Against Against Prohibit Adjusting Compensation Metrics for Legal or Compliance Costs

4

Voter Rationale: We consider this proposal to be too restrictive and not in the best interest of shareholders.




Page 127 of 262



Jolly - Pasta Co. Ltd.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Mgmt Against For Elect Director Tanabe, Koki 2.1

Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.

Mgmt Against For Elect Director Ogawa, Kazumasa 2.2


Mgmt Against For Elect Director Tsutsumi, Shuichi 2.3


Mgmt Against For Elect Director Uohashi, Taizo 2.4


Mgmt Against For Elect Director Hamada, Yasuyuki 2.5


Mgmt For For Elect Director Nonogaki, Yoshiko 2.6

JPMorgan Chase & Co.


Meeting Type: Annual Ticker: JPM

Primary ISIN: US46625H1005 Primary SEDOL: 2190385

Page 128 of 262



JPMorgan Chase & Co.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Linda B. Bammann Mgmt For For

Mgmt For For Elect Director James A. Bell 1b

Mgmt Against For Elect Director Stephen B. Burke 1c


Mgmt For For Elect Director Todd A. Combs 1d

Mgmt Against For Elect Director James S. Crown 1e


Mgmt For For Elect Director James Dimon 1f


Mgmt For For Elect Director Timothy P. Flynn 1g

Mgmt For For Elect Director Mellody Hobson 1h

Mgmt Against For Elect Director Laban P. Jackson, Jr. 1i

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence.

Mgmt For For Elect Director Michael A. Neal 1j

Mgmt Against For Elect Director Lee R. Raymond 1k

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. Additionally, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence.

Mgmt Against For Elect Director William C. Weldon 1l


Page 129 of 262



JPMorgan Chase & Co. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Ratify Existing Ownership Threshold for

Shareholders to Call Special Meeting 2

Voter Rationale: We consider that the current limit of 20% inhibits shareholder rights.



Voter Rationale: Despite further improvements to the structure to the plan in recent years, we continue to have concerns. 1) The structure for performance-based equity awards allows for significant payouts even in years without industry outperformance and without covering the cost of equity. 2) A larger proportion of executives pay (other than the CEO), should be in the form of performance based equity incentives. Currently this only constitutes 30% of their total annual compensation (80% for the CEO). 3) Payouts remain driven by committee's discretion and specific performance indicators remain vague. This has lead to the CEO’s short-term incentive paying out at the same level for the last three years. Company mentions several other performance metrics that the compensation committee takes into consideration when determining executive pay, but these are not applied in a transparent manner.


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. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.




SH Against Against Prohibit Accelerated Vesting of Awards to Pursue Government Service

7

Voter Rationale: The company's practices and policies substantially address the issues noted in this proposal. The existing vesting guidelines do not provide for automatic acceleration but an exception is allowed if requested by the government to prevent any potential conflicts of interest.

SH Against Against Institute Procedures to Prevent Investments in Companies that Contribute to Genocide or

Crimes Against Humanity

8

Voter Rationale: This proposal is overly prescriptive. While the company's modest efforts in the area of human rights risk assessment are a step in the right direction, we would welcome greater transparency on its successes and failures in implementing such assessment across the business

SH Against Against Restore or Provide for Cumulative Voting 9

Voter Rationale: In practice, cumulative voting rarely enhances the rights of minotiry shareholders and risks that the board will not achieve an appropriate balance of independence and objectivity.

Kakiyasu Honten Co. Ltd.




Page 130 of 262



Kakiyasu Honten Co. Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Elect Director Akatsuka, Yasumasa 2.1

Mgmt Against For Elect Director Okamoto, Tsurayuki 2.2


Mgmt Against For Elect Director Akatsuka, Yoshihiro 2.3


Mgmt Against For Elect Director Nakamoto, Osamu 2.4


Mgmt Against For Elect Director Uegaki, Kiyosumi 2.5


Kape Technologies plc

Meeting Date: 05/17/2018 Country: Isle of Man

Meeting Type: Annual Ticker: KAPE

Primary ISIN: IM00BQ8NYV14 Primary SEDOL: BQ8NYV1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Re-elect Donald Elgie as Director 2

Mgmt For For Re-elect Ido Erlichman as Director 3

Mgmt For For Re-elect David Cotterell as Director 4

Mgmt For For Re-elect Martin Blair as Director 5

Mgmt For For Re-elect Moran Laufer as Director 6

Mgmt For For Ratify BDO LLP as Auditors 7


Page 131 of 262



Kape Technologies plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Rights 9



Rights 11

Kellogg Company


Meeting Type: Annual Ticker: K


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Carter Cast Mgmt For For


Mgmt For For Elect Director Zachary Gund 1.2


Mgmt For For Elect Director Jim Jenness 1.3


Mgmt For For Elect Director Don Knauss 1.4



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, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.



Page 132 of 262



Kentucky Bancshares, Inc.


Meeting Type: Annual Ticker: KTYB


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Ratify Crowe Horwath LLP as Auditors Mgmt For For

Mgmt Withhold For Elect Director Ted McClain 2.1

Voter Rationale: Directors with significant business ties to the company are not sufficiently independent to serve on key committees. Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, 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. Moreover, 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 For Elect Director Edwin S. Saunier 2.2

Voter Rationale: 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. Also, 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 Withhold For Elect Director Buckner Woodford, IV 2.3

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, 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. Moreover, 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.



Kerur Holdings Ltd.

Meeting Date: 04/10/2018 Country: Israel

Meeting Type: Annual Ticker: KRUR

Primary ISIN: IL0006210111 Primary SEDOL: 6488848

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Discuss Financial Statements and the Report of the Board

Mgmt

Page 133 of 262



Kerur Holdings Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reappoint Kost Forer Gabbay and Kasierer as Auditors and Authorize Board to Fix Their Remuneration

2

Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor. Furthermore, 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 Reelect Shlomo Rodav as Director 3.1

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure an orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Reelect Doron Steiger as Director 3.2

Mgmt Against For Reelect David Samuel as Director 3.3


Mgmt Against None Vote FOR if you are a controlling shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation

to your account manager

A

Mgmt Please Select Any Category Which Applies to You as a Shareholder or as a Power of Attorney Holder

Mgmt Against None If you are an Interest Holder as defined in Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against.

B1

Mgmt Against None If you are a Senior Officer as defined in Section 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against.

B2

Mgmt For None If you are an Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR.


B3

Mgmt Against None If you do not fall under any of the categories mentioned under items B1 through B3, vote FOR. Otherwise, vote against.

B4

Kforce Inc.


Meeting Type: Annual Ticker: KFRC


Page 134 of 262



Kforce Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director David L. Dunkel Mgmt For For

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. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, 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 Withhold For Elect Director Mark F. Furlong 1.2

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, 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. Moreover, director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Randall A. Mehl 1.3

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. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director N. John Simmons 1.4

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. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.



3


King Co Ltd




Page 135 of 262



King Co Ltd

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Clarify Director Authority on Shareholder Meetings - Amend Provisions on Director Titles - Clarify Director Authority on Board Meetings - Clarify Provisions on Alternate Statutory Auditors

Mgmt For For

Mgmt Against For Elect Director Yamada, Yukio 2.1

Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.

Mgmt Against For Elect Director Nagashima, Kiyoshi 2.2


Mgmt Against For Elect Director Ishii, Shuji 2.3


Mgmt Against For Elect Director Shitanda, Takashi 2.4


Mgmt Against For Elect Director Hori, Takeyoshi 2.5


Mgmt Against For Elect Director Suzuka, Katsuhisa 2.6


Mgmt Against For Elect Director Sawada, Shinjiro 2.7


Mgmt For For Appoint Statutory Auditor Kitamura, Shigeaki 3

Mgmt For For Appoint Alternate Statutory Auditor Fukai,

Kazumi 4

Kogeneracja SA


Meeting Type: Special Ticker: KGN

Primary ISIN: PLKGNRC00015 Primary SEDOL: 5984499

Page 136 of 262



Kogeneracja SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt





Members 5


Kogeneracja SA




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt




Mgmt Against For Approve Changes in Composition of Supervisory Board

5



Kogeneracja SA




Page 137 of 262



Kogeneracja SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt




Mgmt For For Approve Terms of Remuneration of

Management Board Members 5

Mgmt Against For Amend Statute 6

Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.

Mgmt Against For Approve Decision on Covering Costs of Convocation of General Meeting of Shareholders

by Company

7

Voter Rationale: Expenses related to the convocation and organization of the EGM shall not be an additional burden to the company and its remaining shareholders.


Kogeneracja SA


Meeting Type: Annual Ticker: KGN


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt




Mgmt Receive Management Board Reports on Company's and Groups Operations, Standalone Financial Statements, and Consolidated Financial Statements for Fiscal 2017

5

Mgmt Receive Supervisory Board Reports 6

Mgmt For For Approve Management Board Report on Company's and Group's Operations

7.1

Page 138 of 262



Kogeneracja SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Financial Statements 7.2


Mgmt For For Approve Consolidated Financial Statements 7.3


PLN 2.7 per Share 7.4

Mgmt For For Approve Discharge of Wojciech Heydel (CEO) 7.5a

Mgmt For For Approve Discharge of Marek Salmonowicz

(Management Board Member) 7.5b

Mgmt For For Approve Discharge of Maciej Tomaszewski

(Management Board Member) 7.5c

Mgmt For For Approve Discharge of Krzysztof Wrzesinski

(Management Board Member) 7.5d

Mgmt For For Approve Discharge of Adriana Carrez

(Supervisory Board Deputy Chairman) 7.6a

Mgmt For For Approve Discharge of Piotr Czak (Supervisory

Board Member) 7.6b

Mgmt For For Approve Discharge of Nicolas Deblaye

(Supervisory Board Member) 7.6c

Mgmt For For Approve Discharge of Thierry Doucerain

(Supervisory Board Member) 7.6d

Mgmt For For Approve Discharge of Raimondo Eggink

(Supervisory Board Member) 7.6e

Mgmt For For Approve Discharge of Jakub Frejlich

(Supervisory Board Member) 7.6f

Mgmt For For Approve Discharge of Mariusz Grodzki

(Supervisory Board Member) 7.6g

Mgmt For For Approve Discharge of Laurent Guillermin

(Supervisory Board Member) 7.6h

Mgmt For For Approve Discharge of Roman Nowak

(Supervisory Board Member) 7.6i

Mgmt For For Approve Discharge of Krzysztof Skora

(Supervisory Board Member) 7.6j

Mgmt For For Approve Discharge of Radoslaw Woszczyk

(Supervisory Board Member) 7.6k


Kohl's Corporation


Meeting Type: Annual Ticker: KSS


Page 139 of 262



Kohl's Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Peter Boneparth Mgmt For For

Mgmt Against For Elect Director Steven A. Burd 1b


Mgmt For For Elect Director H. Charles Floyd 1c

Mgmt For For Elect Director Michelle Gass 1d

Mgmt For For Elect Director Jonas Prising 1e

Mgmt For For Elect Director John E. Schlifske 1f

Mgmt For For Elect Director Adrianne Shapira 1g

Mgmt Against For Elect Director Frank V. Sica 1h


Mgmt For For Elect Director Stephanie A. Streeter 1i

Mgmt For For Elect Director Nina G. Vaca 1j

Mgmt For For Elect Director Stephen E. Watson 1k




3

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, 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, 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.


Komercni Banka A.S.


Meeting Type: Annual Ticker: KOMB

Primary ISIN: CZ0008019106 Primary SEDOL: 4519449

Page 140 of 262



Komercni Banka A.S.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles of Association Mgmt For For

Mgmt For For Approve Management Board Report on Company's Operations and State of Its Assets in Fiscal 2017

2

Mgmt Receive Report on Act Providing for Business

Undertaking in Capital Market 3

Mgmt Receive Management Board Report on Related

Entities 4

Mgmt Receive Consolidated and Standalone Financial Statements; Receive Proposal of Allocation of Income

5

Mgmt Receive Supervisory Board Reports on Financial Statements; Proposal on Allocation of Income; Its Activities; and Management Board Report on

Related Entities

6

Mgmt Receive Audit Committee Report 7


Mgmt For For Approve Standalone Financial Statements 9


CZK 47 per Share 10

Mgmt For For Elect Petr Dvorak as Audit Committee Member 11

Mgmt For For Ratify Deloitte Audit s.r.o. as Auditor 12

Korea Electric Power Corp.

Meeting Date: 04/10/2018 Country: South Korea

Meeting Type: Special Ticker: A015760

Primary ISIN: KR7015760002 Primary SEDOL: 6495730

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt ELECT ONE INSIDE DIRECTOR (CEO) OUT OF TWO NOMINEES (ITEMS 4.1 - 4.2)

Mgmt For For Elect Kim Jong-gap as Inside Director 4.1

Mgmt Against For Elect Byeon Jun-yeon as Inside Director 4.2

Page 141 of 262



Las Vegas Sands Corp.


Meeting Type: Annual Ticker: LVS

Primary ISIN: US5178341070 Primary SEDOL: B02T2J7

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Declassify the Board of Directors Mgmt For For


Mgmt If Proposal No. 1 is Approved, Elect Eleven Directors

Mgmt For For Elect Director Sheldon G. Adelson 2.1

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. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director Irwin Chafetz 2.2

Mgmt For For Elect Director Micheline Chau 2.3

Mgmt For For Elect Director Patrick Dumont 2.4

Mgmt For For Elect Director Charles D. Forman 2.5

Mgmt For For Elect Director Steven L. Gerard 2.6

Mgmt For For Elect Director Robert G. Goldstein 2.7

Mgmt For For Elect Director George Jamieson 2.8

Mgmt For For Elect Director Charles A. Koppelman 2.9

Mgmt For For Elect Director Lewis Kramer 2.10

Mgmt For For Elect Director David F. Levi 2.11

Mgmt If Proposal No. 1 is Not Approved, Elect Three Class III Directors

Mgmt For For Elect Director Micheline Chau 3.1

Mgmt For For Elect Director Patrick Dumont 3.2

Mgmt For For Elect Director David F. Levi 3.3


Page 142 of 262



Las Vegas Sands Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



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. In adition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Moreover, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, 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.

Mgmt For For Amend Executive Incentive Bonus Plan 6

Lassonde Industries Inc.


Meeting Type: Annual Ticker: LAS.A


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Chantal Belanger Mgmt For Withhold

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process. Moreover, 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 Elect Director Eve-Lyne Biron 1.2

Mgmt Withhold For Elect Director Denis Boudreault 1.3

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Also, 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 Elect Director Paul Bouthillier 1.4

Mgmt Withhold For Elect Director Yves Dumont 1.5

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Also, 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.

Page 143 of 262



Lassonde Industries Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Nathalie Lassonde 1.6

Voter Rationale: The compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 Elect Director Pierre-Paul Lassonde 1.7

Voter Rationale: The compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Moreover, 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. Furthermore, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders.

Mgmt Withhold For Elect Director Luc Provencher 1.8

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, 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 Withhold For Elect Director Jocelyn Tremblay 1.9

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, 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 Deloitte LLP as Auditors and Authorize

Board to Fix Their Remuneration 2


Legal & General Group Plc


Meeting Type: Annual Ticker: LGEN


Page 144 of 262



Legal & General Group Plc

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Re-elect Carolyn Bradley as Director 3

Mgmt For For Re-elect Philip Broadley as Director 4

Mgmt For For Re-elect Jeff Davies as Director 5

Mgmt For For Re-elect Sir John Kingman as Director 6

Mgmt For For Re-elect Lesley Knox as Director 7

Mgmt For For Re-elect Kerrigan Procter as Director 8

Mgmt For For Re-elect Toby Strauss as Director 9

Mgmt For For Re-elect Julia Wilson as Director 10

Mgmt For For Re-elect Nigel Wilson as Director 11

Mgmt For For Re-elect Mark Zinkula as Director 12

Mgmt For For Appoint KPMG LLP as Auditors 13




Rights 16

Mgmt For For Authorise Issue of Equity in Connection with the

Issue of Contingent Convertible Securities 17


Expenditure 18


Rights 19


20

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with the Issue of Contingent Convertible Securities

21




Page 145 of 262



LICT Corporation


Meeting Type: Annual Ticker: LICT

Primary ISIN: US50187G1040 Primary SEDOL: B0P2M71

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Mario J. Gabelli Mgmt For For

Voter Rationale: 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. Furthermore, 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. Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Mgmt For For Elect Director Robert E. Dolan 1.2

Voter Rationale: 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. Furthermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Mgmt Withhold For Elect Director Marc J. Gabelli 1.3

Voter Rationale: 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. Furthermore, 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. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Mgmt For For Elect Director Avrum Gray 1.4

Voter Rationale: 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. Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Page 146 of 262



LICT Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Withhold For Elect Director Salvatore Muoio 1.5

Voter Rationale: 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. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Mgmt For For Elect Director Philip J. Lombardo 1.6



Lincoln National Corporation


Meeting Type: Annual Ticker: LNC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Deirdre P. Connelly Mgmt For For

Mgmt For For Elect Director William H. Cunningham 1.2

Mgmt For For Elect Director Dennis R. Glass 1.3

Mgmt For For Elect Director George W. Henderson, III 1.4

Mgmt Against For Elect Director Eric G. Johnson 1.5


Mgmt For For Elect Director Gary C. Kelly 1.6

Mgmt Against For Elect Director M. Leanne Lachman 1.7


Mgmt Against For Elect Director Michael F. Mee 1.8


Mgmt For For Elect Director Patrick S. Pittard 1.9

Page 147 of 262



Lincoln National Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Isaiah Tidwell 1.10

Mgmt For For Elect Director Lynn M. Utter 1.11




3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


4


Lowe's Companies, Inc.


Meeting Type: Annual Ticker: LOW


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Raul Alvarez Mgmt For For

Mgmt For For Elect Director David H. Batchelder 1.2


Mgmt For For Elect Director Angela F. Braly 1.3

Mgmt Withhold For Elect Director Sandra B. Cochran 1.4


Mgmt For For Elect Director Laurie Z. Douglas 1.5

Mgmt For For Elect Director Richard W. Dreiling 1.6

Page 148 of 262



Lowe's Companies, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Withhold For Elect Director Marshall O. Larsen 1.7

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director James H. Morgan 1.8


Mgmt For For Elect Director Robert A. Niblock 1.9


Mgmt For For Elect Director Brian C. Rogers 1.10

Mgmt For For Elect Director Bertram L. Scott 1.11


Mgmt For For Elect Director Lisa W. Wardell 1.12

Mgmt For For Elect Director Eric C. Wiseman 1.13



Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Also, 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. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance.






LPP S.A.


Meeting Type: Annual Ticker: LPP

Primary ISIN: PLLPP0000011 Primary SEDOL: 7127979

Page 149 of 262



LPP S.A.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting; Elect Meeting Chairman Mgmt For For

Mgmt Acknowledge Proper Convening of Meeting;

Prepare List of Participating Shareholders 2



Mgmt Receive Supervisory Board Opinion on Resolutions Submitted to Shareholder Vote at This AGM

5.1

Mgmt Receive Supervisory Board Report on Its Review of Management Board Report on Company's and Group's Operations

5.2

Mgmt Receive Supervisory Board Report on Its Review

of Standalone Financial Statements 5.3

Mgmt Receive Supervisory Board Report on Its Review

of Consolidated Financial Statements 5.4

Mgmt Receive Management Board Proposal on

Allocation of Income 5.5

Mgmt Receive Supervisory Board Opinion on Management Board Proposal on Allocation of Income

5.6

Mgmt Receive Supervisory Board Assessment of

Company's Standing 5.7


Work 5.8


Performance of Audit Committee Responsibilities 5.9

Mgmt Receive Supervisory Board Report on Company's Compliance with Polish Corporate Governance Code

5.10

Mgmt Receive Supervisory Board Report on

Company's Policy on Charity Activities 5.11


Company's and Group's Operations 6

Mgmt For For Approve Supervisory Board Report on Board's

Work 7


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


Page 150 of 262



LPP S.A. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Marek Piechocki (CEO) 10.1

Mgmt For For Approve Discharge of Jacek Kujawa (Deputy

CEO) 10.2

Mgmt For For Approve Discharge of Przemyslaw Lutkiewicz

(Deputy CEO) 10.3

Mgmt For For Approve Discharge of Slawomir Loboda (Deputy

CEO) 10.4

Mgmt For For Approve Discharge of Jerzy Lubianiec


Mgmt For For Approve Discharge of Maciej Matusiak


Mgmt For For Approve Discharge of Wojciech Olejniczak


Mgmt For For Approve Discharge of Krzysztof Olszewski


Mgmt For For Approve Discharge of Dariusz Pachla


Mgmt For For Approve Discharge of Magdalena Sekula


Mgmt For For Approve Discharge of Piotr Piechocki


Mgmt For For Approve Discharge of Antoni Tyminski


Mgmt For For Approve Discharge of Milosz Wisniewski



Mgmt For For Approve Sale of Company Assets Re:

Promostars 13

Mgmt For For Amend Statute Re: Change Fiscal Year 14.1

Mgmt For For Amend Statute Re: Voting Rights Cap 14.2

Mgmt Against For Approve Incentive Plan 15

Voter Rationale: Options should be issued at no less than market price, except for an all-employee plan where the discount should not exceed 20% on a fixed date. Furthermore, 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.


Manila Electric Company (Meralco)


Meeting Type: Annual Ticker: MER

Primary ISIN: PHY5764J1483 Primary SEDOL: B247XZ6

Page 151 of 262



Manila Electric Company (Meralco)

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Minutes of the Annual Meeting of

Stockholders Held on May 30, 2017 Mgmt For For

Mgmt For For Approve Amendment to the Articles of

Incorporation to Extend the Corporate Term 2

Mgmt For For Approve 2017 Audited Financial Statements 3

Mgmt For For Ratify the Acts of the Board and Management 4

Mgmt Elect 11 Directors by Cumulative Voting

Mgmt Against For Elect Anabelle L. Chua as Director 5.1

Mgmt Against For Elect Ray C. Espinosa as Director 5.2

Mgmt Against For Elect James L. Go as Director 5.3

Mgmt Against For Elect John L. Gokongwei, Jr.as Director 5.4

Mgmt Against For Elect Lance Y. Gokongwei as Director 5.5

Mgmt Against For Elect Jose Ma. K. Lim as Director 5.6

Mgmt Against For Elect Elpidio L. Ibañez as Director 5.7

Mgmt Against For Elect Artemio V. Panganiban as Director 5.8

Mgmt Against For Elect Manuel V. Pangilinan as Director 5.9

Mgmt Against For Elect Oscar S. Reyes as Director 5.10

Mgmt For For Elect Pedro E. Roxas as Director 5.11

Mgmt For For Appoint External Auditors 6

ManpowerGroup Inc.


Meeting Type: Annual Ticker: MAN

Primary ISIN: US56418H1005 Primary SEDOL: 2562490

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1A Elect Director Gina R. Boswell Mgmt For For

Mgmt For For Elect Director Cari M. Dominguez 1B

Mgmt For For Elect Director William Downe 1C

Page 152 of 262



ManpowerGroup Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director John F. Ferraro 1D

Mgmt For For Elect Director Patricia Hemingway Hall 1E

Mgmt Against For Elect Director Julie M. Howard 1F


Mgmt For For Elect Director Ulice Payne, Jr. 1G

Mgmt For For Elect Director Jonas Prising 1H


Mgmt For For Elect Director Paul Read 1I

Mgmt For For Elect Director Elizabeth P. Sartain 1J

Mgmt For For Elect Director Michael J. Van Handel 1K

Mgmt Against For Elect Director John R. Walter 1L




3

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

Manx Telecom Plc

Meeting Date: 06/13/2018 Country: Isle of Man

Meeting Type: Annual Ticker: MANX

Primary ISIN: IM00BHY3RF70 Primary SEDOL: BHY3RF7

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt For For Re-elect Kevin Walsh as Director 3

Page 153 of 262



Manx Telecom Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Ratify KPMG Audit LLC as Auditors and

Authorise Their Remuneration 4


Rights 5


Rights 6


Marshall Motor Holdings Plc


Meeting Type: Annual Ticker: MMH

Primary ISIN: GB00BVYB2Q58 Primary SEDOL: BVYB2Q5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt For For Elect Daksh Gupta as Director 3

Mgmt For For Reappoint Ernst & Young LLP as Auditors 4


Maruzen Co. Ltd. (5982)




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt Against For Elect Director Shumura, Hiroki 2


Page 154 of 262



Maruzen Co. Ltd. (5982) Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Director Retirement Bonus 3

Voter Rationale: There should be disclosure of the total award of retirement bonuses.

Mastercard Incorporated


Meeting Type: Annual Ticker: MA

Primary ISIN: US57636Q1040 Primary SEDOL: B121557

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Richard Haythornthwaite Mgmt For For

Mgmt For For Elect Director Ajay Banga 1b

Mgmt For For Elect Director Silvio Barzi 1c

Mgmt For For Elect Director David R. Carlucci 1d

Mgmt For For Elect Director Richard K. Davis 1e

Mgmt For For Elect Director Steven J. Freiberg 1f

Mgmt Against For Elect Director Julius Genachowski 1g


Mgmt Against For Elect Director Choon Phong Goh 1h


Mgmt For For Elect Director Merit E. Janow 1i

Mgmt For For Elect Director Nancy Karch 1j

Mgmt Against For Elect Director Oki Matsumoto 1k


Mgmt For For Elect Director Rima Qureshi 1l

Mgmt For For Elect Director Jose Octavio Reyes Lagunes 1m

Mgmt For For Elect Director Jackson Tai 1n



Page 155 of 262



Mastercard Incorporated Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Maxvalu Nishinihon Co. Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Elect Director Kaguri, Akio 2.1

Mgmt Against For Elect Director Enna, Masahiro 2.2


Mgmt Against For Elect Director Yanagawa, Katsunori 2.3


Mgmt Against For Elect Director Morioka, Kozo 2.4


Mgmt Against For Elect Director Morinaga, Kazuya 2.5


Mgmt Against For Elect Director Okimitsu, Hiroaki 2.6


Mgmt Against For Elect Director Sawayama, Shinichi 2.7


Mgmt Against For Elect Director Okamoto, Yoshiaki 2.8


Mgmt For For Elect Director Kuwayama, Hitoshi 2.9

Page 156 of 262



Maxvalu Nishinihon Co. Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Watase, Hiromi 2.10

Maxvalu Tokai Co.



Primary ISIN: JP3930400001 Primary SEDOL: B01R690

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Kamio, Keiji Mgmt For For

Mgmt Against For Elect Director Soga, Junji 1.2


Mgmt Against For Elect Director Yamada, Kenichiro 1.3


Mgmt Against For Elect Director Asakura, Satoshi 1.4


Mgmt Against For Elect Director Kondo, Kenji 1.5


Mgmt Against For Elect Director Kubota, Yoshihiko 1.6


Mgmt Against For Elect Director Endo, Mayumi 1.7


Mgmt Against For Elect Director Takahashi, Makoto 1.8


Mgmt Against For Elect Director Nakanishi, Yasuhiro 1.9


Mgmt For For Elect Director Tateishi, Masayo 1.10

Page 157 of 262



Maxvalu Tokai Co. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Appoint Statutory Auditor Minamidate, Tadao 2.1


Mgmt Against For Appoint Statutory Auditor Ijiro, Yasuhiko 2.2


McDonald's Corporation


Meeting Type: Annual Ticker: MCD


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Lloyd Dean Mgmt For For

Mgmt For For Elect Director Stephen Easterbrook 1b

Mgmt Against For Elect Director Robert Eckert 1c

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Margaret (Margo) Georgiadis 1d

Mgmt Against For Elect Director Enrique Hernandez, Jr. 1e

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Director Jeanne Jackson 1f

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 158 of 262



McDonald's Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Richard Lenny 1g


Mgmt For For Elect Director John Mulligan 1h

Mgmt For For Elect Director Sheila Penrose 1i

Mgmt Against For Elect Director John Rogers, Jr. 1j

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against For Elect Director Miles White 1k



2




SH Abstain Against Report on Plastic Straws 5

Voter Rationale: Although we note that the company is ahead of its peers on this issue, we consider that use of plastic in their packaging remains an important issue for the company. Accordingly we intend to abstain on this proposal.

SH Against Against Report on Charitable Contributions 6

Voter Rationale: Disclosure of individual gifts to all charitable organizations is overly burdensome, and this company already reports its significant gifts.

Medipal Holdings Corp




Page 159 of 262



Medipal Holdings Corp

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Watanabe, Shuichi Mgmt For For

Mgmt Against For Elect Director Chofuku, Yasuhiro 1.2


Mgmt Against For Elect Director Yoda, Toshihide 1.3


Mgmt Against For Elect Director Sakon, Yuji 1.4


Mgmt Against For Elect Director Hasegawa, Takuro 1.5


Mgmt Against For Elect Director Watanabe, Shinjiro 1.6


Mgmt Against For Elect Director Ninomiya, Kunio 1.7


Mgmt For For Elect Director Kagami, Mitsuko 1.8

Mgmt For For Elect Director Asano, Toshio 1.9

Mgmt For For Elect Director Shoji, Kuniko 1.10

Melcor Developments Ltd.


Meeting Type: Annual/Special Ticker: MRD


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their

Remuneration

Mgmt For For

Page 160 of 262



Melcor Developments Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Fix Number of Directors at Nine 2

Mgmt For For Elect Director Gordon J. Clanachan 3.1

Voter Rationale: In the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.

Mgmt For For Elect Director Ross A. Grieve 3.2

Mgmt For For Elect Director Andrew J. Melton 3.3

Mgmt For For Elect Director Kathleen M. Melton 3.4

Mgmt For For Elect Director Timothy C. Melton 3.5

Mgmt For For Elect Director Eric P. Newell 3.6

Mgmt For For Elect Director Catherine M. Roozen 3.7

Mgmt For For Elect Director Allan E. Scott 3.8

Mgmt Withhold For Elect Director Ralph B. Young 3.9

Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees.The compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Amend Stock Option Plan 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 a sufficiently long period of time. Also, 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. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Lastly, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

Mgmt Against For Approve Restricted Share Unit Plan 5

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. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Merck & Co., Inc.


Meeting Type: Annual Ticker: MRK


Page 161 of 262



Merck & Co., Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Leslie A. Brun Mgmt For Against

Voter Rationale: Directors are expected to hold only a small number of 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 For Elect Director Thomas R. Cech 1b

Mgmt For For Elect Director Pamela J. Craig 1c

Mgmt For For Elect Director Kenneth C. Frazier 1d


Mgmt For For Elect Director Thomas H. Glocer 1e

Mgmt For For Elect Director Rochelle B. Lazarus 1f

Mgmt For For Elect Director John H. Noseworthy 1g

Mgmt For For Elect Director Paul B. Rothman 1h

Mgmt Against For Elect Director Patricia F. Russo 1i


Mgmt For For Elect Director Craig B. Thompson 1j

Mgmt Against For Elect Director Inge G. Thulin 1k


Mgmt Against For Elect Director Wendell P. Weeks 1l


Mgmt For For Elect Director Peter C. Wendell 1m


2

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



Page 162 of 262



Mettler-Toledo International Inc.


Meeting Type: Annual Ticker: MTD


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Robert F. Spoerry Mgmt For Against


Mgmt For For Elect Director Wah-Hui Chu 1.2


Mgmt For For Elect Director Olivier A. Filliol 1.3

Mgmt For For Elect Director Elisha W. Finney 1.4

Mgmt For For Elect Director Richard Francis 1.5

Mgmt For For Elect Director Constance L. Harvey 1.6


Mgmt For For Elect Director Michael A. Kelly 1.7

Mgmt Against For Elect Director Hans Ulrich Maerki 1.8

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt Against For Elect Director Thomas P. Salice 1.9

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, this director is not sufficiently independent to serve as the independent lead director.



3

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

Page 163 of 262



MFA Financial, Inc.


Meeting Type: Annual Ticker: MFA

Primary ISIN: US55272X1028 Primary SEDOL: 2418162

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Robin Josephs Mgmt For For


Mgmt Against For Elect Director George H. Krauss 1b

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, 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.



3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, 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, 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.

Morozoff Ltd.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Allocation of Income, With a Final Dividend of JPY 100

Mgmt For For

Mgmt For For Elect Director Yamaguchi, Shinji 2.1

Mgmt Against For Elect Director Kashu, Teruaki 2.2


Page 164 of 262



Morozoff Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Yamaoka, Yoshinori 2.3


Mgmt Against For Elect Director Takehara, Makoto 2.4


Mgmt Against For Elect Director Uemura, Hiroshi 2.5


Mgmt For For Elect Director Nambu, Machiko 2.6

Mgmt Against For Elect Director and Audit Committee Member Maeda, Masashi

3.1

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent – and companies should strive to make them fully independent.

Mgmt For For Elect Director and Audit Committee Member

Takahashi, Junko 3.2

Mgmt Against For Elect Director and Audit Committee Member

Fujiwara, Yoshihiro 3.3

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.

Motorola Solutions, Inc.


Meeting Type: Annual Ticker: MSI

Primary ISIN: US6200763075 Primary SEDOL: B5BKPQ4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Gregory Q. Brown Mgmt For For


Mgmt For For Elect Director Kenneth D. Denman 1b


Page 165 of 262



Motorola Solutions, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Egon P. Durban 1c

Voter Rationale: Directors with significant business ties to the company are not sufficiently independent to serve on key committees. The compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Clayton M. Jones 1d

Mgmt For For Elect Director Judy C. Lewent 1e

Mgmt Against For Elect Director Gregory K. Mondre 1f

Voter Rationale: Directors with significant business ties to the company are not sufficiently independent to serve on key committees. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Anne R. Pramaggiore 1g

Mgmt Against For Elect Director Samuel C. Scott, III 1h

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. In addition, directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Director Joseph M. Tucci 1i




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. Additionally, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.



SH Against Against Report on Efforts to Ensure Supply Chain Has

No Forced Labor 4

Voter Rationale: Motorola Solutions' current policies, practices, and related disclosures appear to substantially address the issues the proponent raises in its resolution. In addition, there do not appear to be any recent significant controversies or incidents related to forced or bonded labour which indicate non-compliance with policy or failure of oversight.

SH Against Against Require Director Nominee with Human Rights Expertise

5

Voter Rationale: Motorola Solutions' current policies, practices, and related disclosures appear to substantially address the issues the proponent raises in its resolution. In addition, there do not appear to be any recent significant controversies or incidents related to forced or bonded labor which indicate non-compliance with policy or failure of oversight.

Page 166 of 262



Motorola Solutions, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Movado Group, Inc.


Meeting Type: Annual Ticker: MOV


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Margaret Hayes Adame Mgmt For Withhold

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Peter A. Bridgman 1.2


Mgmt Withhold For Elect Director Richard J. Cote 1.3


Mgmt For For Elect Director Alexander Grinberg 1.4

Mgmt For For Elect Director Efraim Grinberg 1.5

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, 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.

Page 167 of 262



Movado Group, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Withhold For Elect Director Alan H. Howard 1.6

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, this director is not sufficiently independent to serve as the independent lead director.

Mgmt Withhold For Elect Director Richard Isserman 1.7

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt Withhold For Elect Director Nathan Leventhal 1.8


Mgmt For For Elect Director Maurice Reznik 1.9





Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, 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. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mr Bricolage


Meeting Type: Annual/Special Ticker: MRB


Page 168 of 262



Mr Bricolage

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Statutory Reports 2

Mgmt For For Approve Treatment of Losses and Dividends of


Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions

4

Mgmt For For Renew Appointment of Deloitte and Associes as

Auditor 5

Mgmt For For Acknowledge End of Mandate of BEAS as Alternate Auditor and Decision Not to Fill the Vacancy

6

Mgmt For For Reelect Paul Cassignol as Director 7


Mgmt Against For Reelect Jean Louis Blanchard as Director 8


Mgmt For For Reelect Christine Monier as Director 9

Mgmt For For Approve Compensation of Paul Cassignol , Chairman of the Board

10

Mgmt Against For Approve Compensation of Christophe Mistou, CEO

11


Mgmt For For Approve Remuneration Policy for Chairman of the Board

12

Mgmt Against For Approve Remuneration Policy for CEO 13


Mgmt Against For Authorize Repurchase of Up to 10 Percent of Issued Share Capital

14



Page 169 of 262



Mr Bricolage Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction





Mgmt Against For Authorize up to 2 Percent of Issued Capital for Use in Stock Option Plans (New or Repurchased Shares)

17

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, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant.

Mgmt Against For Authorize Issuance of Warrants (BSA, BSAANE, BSAAR) without Preemptive Rights Reserved for Executive Corporate Officers and Employees of the Company and its Subsidiaries

18


Mgmt For For Amend Article 12.1 of Bylaws Re: Employee Representatives

19


20

Murphy USA Inc.


Meeting Type: Annual Ticker: MUSA

Primary ISIN: US6267551025 Primary SEDOL: BCZWJ63

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Fred L. Holliger Mgmt For For


Mgmt For For Elect Director James W. Keyes 1.2


Page 170 of 262



Murphy USA Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Diane N. Landen 1.3


Mgmt For For Elect Director David B. Miller 1.4



2

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, 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. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.


NACCO Industries, Inc.


Meeting Type: Annual Ticker: NC


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director J.C. Butler, Jr. Mgmt For For

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Also, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Director John S. Dalrymple, III 1.2

Mgmt For For Elect Director John P. Jumper 1.3

Mgmt Withhold For Elect Director Dennis W. LaBarre 1.4

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director Timothy K. Light 1.5

Page 171 of 262



NACCO Industries, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Michael S. Miller 1.6

Mgmt Withhold For Elect Director Richard de J. Osborne 1.7

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Withhold For Elect Director Alfred M. Rankin, Jr. 1.8

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Also, retiring CEOs should not assume the role of the Chairman as it may impact a proper balance of authority and responsibility between executive management and the board. In addition, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

Mgmt For For Elect Director Matthew M. Rankin 1.9

Mgmt Withhold For Elect Director Britton T. Taplin 1.10

Voter Rationale: Directors who represent major shareholders are not sufficiently independent to serve on key committees as their interests may not be well aligned with the wider group of shareholders. Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director David B.H. Williams 1.11


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. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


NAFCO CO. LTD.




Page 172 of 262



NAFCO CO. LTD.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt Against For Approve Director Retirement Bonus 3

Voter Rationale: There should be disclosure of the total award of retirement bonuses.

Netgem


Meeting Type: Annual/Special Ticker: NTG


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Statutory Reports 1


Reports 2



3

Mgmt Against For Approve Auditors' Special Report on Related-Party Transactions Mentioning the

Absence of New Transactions

4

Voter Rationale: A vote against this proposal is warranted as one transaction deals with consulting services provided by the chairman and CEO. Outsourcing the company's management and subsequent remuneration entails a lack of transparency on such an issue.

Mgmt For For Reelect Joseph Haddad as Director 5

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure an orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Lastly, 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 Against For Reelect J.2.H. as Director 6

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.

Page 173 of 262



Netgem Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect Fast Forward as Director 7

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 For For Appoint Mazars as Auditor 8

Mgmt For For Decision Not to Renew AUDITEX as Alternate Auditor

9

Mgmt For For Approve Compensation of Joseph Haddad, 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 Compensation of Charles-Henri Dutray, Vice-CEO

11


Mgmt For For Approve Remuneration Policy of Chairman and CEO

12


Mgmt For For Approve Remuneration Policy of Vice-CEO 13



Aggregate Amount of EUR 120,000 14

Mgmt Against For Authorize Repurchase of Up to 10 Percent of




Mgmt Against For Authorize up to 1.5 Million Shares of Issued

Capital for Use in Stock Option Plans 16


Mgmt Against For Authorize up to 1.5 Million Shares of Issued Capital for Use in Restricted Stock Plans

17


Mgmt For For Set Total Limit for Capital Increase to Result from Issuance Requests Under Items 16 and 17

at EUR 300,000

18

Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans

19

Page 174 of 262



Netgem Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Ordinary Business


Formalities 20

Netia SA


Meeting Type: Annual Ticker: NET

Primary ISIN: PLNETIA00014 Primary SEDOL: 5784246

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Management Proposals Mgmt

Mgmt Open Meeting 1




Mgmt Receive Management Board Reports on Company's and Group's Operations, Standalone and Consolidated Financial Statements, and

Supervisory Board Reports

5

Mgmt For For Approve Management Board Report on Company's Operations

6

Mgmt For For Approve Management Board Report on Group's Operations

7


Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account. In addition, 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 Discharge of Zbigniew Jakubas


Mgmt For For Approve Discharge of Przemyslaw Glebocki


Mgmt For For Approve Discharge of Miroslaw Godlewski


Page 175 of 262



Netia SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Stefan Radziminski


Mgmt For For Approve Discharge of Grzegorz Zambrzycki


Mgmt For For Approve Discharge of Adam Biedrzycki


Mgmt For For Approve Discharge of Maciej Szwarc


Mgmt For For Approve Discharge of Tomasz Szopa (CEO) 10.8

Mgmt For For Approve Discharge of Katarzyna Iwuc

(CEO/Management Board Member) 10.9

Mgmt For For Approve Discharge of Stefan Radziminski


Mgmt For For Approve Discharge of Aster Papazyan


Mgmt For For Approve Discharge of Tomasz Dakowski


Mgmt For For Approve Discharge of Andrzej Abramczuk


Mgmt For For Approve Discharge of Krzysztof Adaszewski


Mgmt For For Approve Treatment of Net Loss 11

Mgmt Shareholder Proposals

SH Against None Recall Supervisory Board Member 12.1

Voter Rationale: Companies should provide sufficient information on the directors to be recalled at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

SH Against None Elect Supervisory Board Member 12.2

Voter Rationale: Companies should provide sufficient information on the directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

SH Against None Approve Remuneration of Supervisory Board Members

13

Voter Rationale: Proponents should provide sufficient information on directors' fees to enable shareholders to cast an informed vote. 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 Management Proposal


Page 176 of 262



New Media Investment Group Inc.


Meeting Type: Annual Ticker: NEWM

Primary ISIN: US64704V1061 Primary SEDOL: BH2R795

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Director Laurence Tarica Mgmt For Withhold




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. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Moreover, 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. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.



Novabase SGPS S.A

Meeting Date: 05/10/2018 Country: Portugal

Meeting Type: Annual Ticker: NVQ

Primary ISIN: PTNBA0AM0006 Primary SEDOL: 4063612

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Individual Financial Statements and Statutory Reports

Mgmt For For



Mgmt For For Approve Discharge of Management and Supervisory Boards

3

Page 177 of 262



Novabase SGPS S.A Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Mgmt For For Elect Corporate Bodies 5

Mgmt For For Appoint Auditor 6

Mgmt Against For Approve Statement on Remuneration Policy 7

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.

Mgmt Against For Authorize Repurchase and Reissuance of Shares 8

Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%. Furthermore, any issuance of shares at a significant discount to the market price should be approved by shareholders prior to such issuance and not as a part of routine share issuance authorities.

Mgmt For For Approve Remuneration for Members of Remuneration Committee

9

Nu Skin Enterprises, Inc.


Meeting Type: Annual Ticker: NUS

Primary ISIN: US67018T1051 Primary SEDOL: 2616870

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Nevin N. Andersen Mgmt For For


Mgmt Against For Elect Director Daniel W. Campbell 1.2

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Director Andrew D. Lipman 1.3

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Page 178 of 262



Nu Skin Enterprises, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Steven J. Lund 1.4


Mgmt For For Elect Director Neil H. Offen 1.5


Mgmt For For Elect Director Thomas R. Pisano 1.6

Mgmt For For Elect Director Zheqing (Simon) Shen 1.7

Mgmt For For Elect Director Ritch N. Wood 1.8

Mgmt For For Elect Director Edwina D. Woodbury 1.9



2




NVR, Inc.


Meeting Type: Annual Ticker: NVR

Primary ISIN: US62944T1051 Primary SEDOL: 2637785

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director C. E. Andrews Mgmt For For

Mgmt For For Elect Director Timothy M. Donahue 1.2

Mgmt For For Elect Director Thomas D. Eckert 1.3

Mgmt For For Elect Director Alfred E. Festa 1.4

Mgmt For For Elect Director Ed Grier 1.5

Page 179 of 262



NVR, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Manuel H. Johnson 1.6

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Mel Martinez 1.7

Mgmt Against For Elect Director William A. Moran 1.8


Mgmt Against For Elect Director David A. Preiser 1.9

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director W. Grady Rosier 1.10

Mgmt For For Elect Director Susan Williamson Ross 1.11

Mgmt Against For Elect Director Dwight C. Schar 1.12






Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, 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. Moreover, this plan could lead to excessive dilution. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Lastly, 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.

Page 180 of 262



Ocean Wilsons Holdings Limited


Meeting Type: Annual Ticker: OCN

Primary ISIN: BMG6699D1074 Primary SEDOL: 0655790

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For Against

Voter Rationale: A vote AGAINST this resolution is warranted because of the following deviation from best practice:* The Board lacks independent representation.* The Company has not put forward resolutions seeking shareholder approval for the remuneration report and the remuneration policy, contrary to the provisions of the Companies Act 2006.


Mgmt For For Fix Maximum Number of Directors at Eight and Authorise Board to Appoint Additional Directors

Up to Such Maximum Number

3

Mgmt Against For Re-elect Christopher Townsend as Director 4


Mgmt For For Re-elect Andrey Berzins as Director 5

Mgmt For For Ratify Ernst & Young LLP as Auditors and Authorise Their Remuneration

6

Mgmt For For Ratify All Actions of the Board in the Year Ended 31 December 2017

7

Oesterreichische Post AG


Meeting Type: Annual Ticker: POST

Primary ISIN: AT0000APOST4 Primary SEDOL: B1577G7

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

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

Mgmt


2


3


4

Page 181 of 262



Oesterreichische Post AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Members 5

Mgmt For For Ratify KPMG Austria GmbH as Auditors 6

Mgmt For For Elect Jochen Danninger as Supervisory Board

Member 7.1

Mgmt For For Elect Huberta Gheneff as Supervisory Board

Member 7.2

Mgmt For For Elect Edith Hlawati as Supervisory Board

Member 7.3

Mgmt For For Elect Peter Kruse as Supervisory Board Member 7.4

Mgmt For For Elect Chris Muntwyler as Supervisory Board

Member 7.5

Mgmt Against For Elect Stefan Szyszkowitz as Supervisory Board

Member 7.6


Mgmt Against For Amend Articles Re: Place of Jurisdiction 8


OMV AG


Meeting Type: Annual Ticker: OMV


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

Mgmt




Mgmt For For Approve Remuneration of Supervisory Board Members

5


Mgmt For For Approve Long Term Incentive Plan 2018 for Key Employees

7.1

Page 182 of 262



OMV AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Equity Deferral Plan 7.2

Mgmt For For Elect Alyazia Ali Al Kuwaiti as Supervisory Board

Member 8.1

Mgmt Against For Elect Mansour Mohamed Al Mulla as Supervisory

Board Member 8.2


OPAP (Greek Organisation of Football Prognostics SA)


Meeting Type: Annual Ticker: OPAP


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Mgmt Against For Approve Cash Awards to Executive Management

and Key Management Personnel 3



Mgmt For For Approve Director Remuneration for 2017 5

Mgmt For For Pre-approve Director Remuneration for 2018 6


Mgmt For For Authorize Board to Participate in Companies

with Similar Business Interests 8

Mgmt For For Approve Extension of Trademark License Agreement Between the Company and Hellenic Lotteries S.A.

9.1

Mgmt For For Approve Lease Agreement Between the

Company and KKCG UK LIMITED 9.2

Mgmt For For Approve Agreement Between OPAP S.A. and

TORA DIRECT S.A. 9.3

Mgmt For For Approve Agreement Between OPAP S.A. and

TORA WALLET S.A. 9.4

Page 183 of 262



OPAP (Greek Organisation of Football Prognostics SA) Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Corporate Guarantee in Favor of

Hellenic Lotteries S.A. 9.5

Mgmt For For Approve Subscription Agreement Between the

Company and Tora Direct S.A. 9.6


Company and Tora Direct S.A. 9.7


Company and HORSERACES S.A. 9.8

Mgmt For For Elect Kamil Ziegler as Director 10.1

Mgmt For For Elect Damian Cope as Director 10.2

Mgmt Against For Elect Spyridon Fokas as Director 10.3

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Pavel Saroch as Director 10.4


Mgmt For For Elect Michal Houst as Director 10.5

Mgmt Against For Elect Pavel Horak as Director 10.6


Mgmt Against For Elect Robert Chvatal as Director 10.7


Mgmt Against For Elect Christos Kopelouzos as Director 10.8


Mgmt Against For Elect Marco Scala as Director 10.9


Mgmt For For Elect Igor Rusek as Director 10.10

Mgmt For For Elect Rudolf Jurcik as Director 10.11

Mgmt For For Elect Dimitrakis Potamitis as Director 10.12

Mgmt Against For Elect Stylianos Kostopoulos as Director 10.13


Page 184 of 262



OPAP (Greek Organisation of Football Prognostics SA) Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Members of Audit Committee 11

Oversea-Chinese Banking Corporation Limited


Meeting Type: Annual Ticker: O39

Primary ISIN: SG1S04926220 Primary SEDOL: B0F9V20

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Ooi Sang Kuang as Director 2a

Mgmt For For Elect Lai Teck Poh as Director 2b

Mgmt For For Elect Pramukti Surjaudaja as Director 2c

Mgmt For For Elect Chua Kim Chiu as Director 3


Mgmt For For Approve Directors' Fees 5a

Mgmt For For Approve Issuance of 6,000 Shares to Each Non-Executive Director for the Year Ended Dec. 31, 2017

5b

Mgmt For For Approve KPMG LLG as Auditors and Authorize Board to Fix Their Remuneration

6

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities with or without Preemptive Rights

7

Mgmt Against For Approve Grant of Options and/or Rights and Issuance of Shares Pursuant to the OCBC Share Option Scheme 2001 and OCBC Employee Share

Purchase Plan

8

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

Mgmt For For Approve Issuance of Shares Pursuant to the Oversea-Chinese Banking Corporation Limited Scrip Dividend Scheme

9


Page 185 of 262



Paramount Corporation Berhad

Meeting Date: 05/30/2018 Country: Malaysia

Meeting Type: Annual Ticker: PARAMON

Primary ISIN: MYL1724OO003 Primary SEDOL: 6670236

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Final Dividend Mgmt For For

Mgmt For For Approve Remuneration of Directors 2

Mgmt For For Elect Michael Yam Kong Choy as Director 3

Mgmt Against For Elect Ong Keng Siew as Director 4


Mgmt For For Elect Jeffrey Chew Sun Teong as Director 5

Mgmt For For Approve Ernst & Young as Auditors and Authorize Board to Fix Their Remuneration

6

Mgmt For For Approve Rohanna Tan Sri Mahmood to Continue Office as Independent Non-Executive Director

7

Mgmt For For Approve Quah Chek Tin to Continue Office as Independent Non-Executive Director

8

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

9

Paramount Corporation Berhad


Meeting Type: Special Ticker: PARAMON


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SPECIAL RESOLUTION Mgmt

Mgmt For For Adopt New Constitution 1

Mgmt ORDINARY RESOLUTION

Mgmt Against For Approve Issuance of Shares to Benjamin Teo Jong Hian Under the Long Term Incentive Plan (LTIP)

1


Page 186 of 262



PepsiCo, Inc.


Meeting Type: Annual Ticker: PEP


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Shona L. Brown Mgmt For For

Mgmt Against For Elect Director George W. Buckley 1b


Mgmt For For Elect Director Cesar Conde 1c

Mgmt For For Elect Director Ian M. Cook 1d

Mgmt Against For Elect Director Dina Dublon 1e


Mgmt For For Elect Director Richard W. Fisher 1f

Mgmt For For Elect Director William R. Johnson 1g

Mgmt For For Elect Director Indra K. Nooyi 1h


Mgmt For For Elect Director David C. Page 1i

Mgmt Against For Elect Director Robert C. Pohlad 1j

Voter Rationale: Executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Director Daniel Vasella 1k

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Darren Walker 1l

Mgmt For For Elect Director Alberto Weisser 1m



Page 187 of 262



PepsiCo, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, 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.


4


Pfizer Inc.


Meeting Type: Annual Ticker: PFE


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Dennis A. Ausiello Mgmt For For

Mgmt For For Elect Director Ronald E. Blaylock 1.2

Mgmt For For Elect Director Albert Bourla 1.3

Mgmt For For Elect Director W. Don Cornwell 1.4

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. Although we have concerns over this director's current role on the audit and compensation committees, we anticipate that he will be rotated off of these committees this year, and therefore intend to support at this time.

Mgmt For For Elect Director Joseph J. Echevarria 1.5

Mgmt For For Elect Director Helen H. Hobbs 1.6

Mgmt For For Elect Director James M. Kilts 1.7

Mgmt For For Elect Director Dan R. Littman 1.8

Mgmt For For Elect Director Shantanu Narayen 1.9

Mgmt For For Elect Director Suzanne Nora Johnson 1.10

Mgmt For For Elect Director Ian C. Read 1.11


Mgmt For For Elect Director James C. Smith 1.12


Page 188 of 262



Pfizer Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Voter Rationale: We note the exceptional awards made to the CEO at this time; however, given its function of assisting with CEO succession, the performance targets attached and the contained non-complete provision, we consider it to be acceptable at this time.

Mgmt For For Amend Omnibus Stock Plan 4

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.






PG&E Corporation


Meeting Type: Annual Ticker: PCG

Primary ISIN: US69331C1080 Primary SEDOL: 2689560

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Lewis Chew Mgmt For For

Mgmt For For Elect Director Fred J. Fowler 1.2

Mgmt For For Elect Director Richard C. Kelly 1.3

Mgmt For For Elect Director Roger H. Kimmel 1.4

Mgmt For For Elect Director Richard A. Meserve 1.5

Mgmt For For Elect Director Forrest E. Miller 1.6

Mgmt For For Elect Director Eric D. Mullins 1.7

Mgmt For For Elect Director Rosendo G. Parra 1.8

Page 189 of 262



PG&E Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Barbara L. Rambo 1.9


Mgmt For For Elect Director Anne Shen Smith 1.10

Mgmt For For Elect Director Geisha J. Williams 1.11



3


SH Against Against Cease Charitable Contributions 4

Voter Rationale: The terms of this proposal are not considered in the best interest of shareholders.

SH For Against Amend Proxy Access Right 5


Philip Morris CR A.S


Meeting Type: Annual Ticker: TABAK

Primary ISIN: CS0008418869 Primary SEDOL: 4874546

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt

Mgmt For For Elect Meeting Chairman and Other Meeting

Officials 2.1

Mgmt For For Approve Meeting Procedures 2.2

Mgmt Receive Management Board Reports, Financial Statements, Consolidated Financial Statement, and Proposal for Allocation of Income, Including

Dividends of CZK 1,080 per Share

3


Page 190 of 262



Philip Morris CR A.S Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Management Board Reports, Financial Statements, Consolidated Financial Statement and Proposal for Allocation of Income, Including Dividends of CZK 1,080 per Share

5

Voter Rationale: 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 Elect Tomas Korkos, Martijn Laheij, and Petr Sedivec as Management Board Members

7.1

Mgmt For For Approve Contracts with Newly Elected Management Board Members

7.2

Mgmt Against For Elect Johannes Vroemen, Johannes van Lieshout, Alena Zemplinerova, and Stanislava

Jurikova as Supervisory Board Members

7.3

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.

Mgmt Against For Approve Contracts with Newly Elected Supervisory Board Members

7.4

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.

Mgmt Against For Elect Johannis van Capellenveen, Johannes Vroemen, and Stanislava Jurikova as Members of Audit Committee

8.1


Mgmt Against For Approve Contracts for Performance of Functions

of Audit Committee Members 8.2


Mgmt For For Ratify PricewaterhouseCoopers Audit s.r.o. as

Auditor for Fiscal 2018 9


Mgmt Receive Supervisory Board Report on Loan Agreement between Company as Lender and Philip Morris International Inc. as Borrower

10


Philip Morris International Inc.


Meeting Type: Annual Ticker: PM

Primary ISIN: US7181721090 Primary SEDOL: B2PKRQ3

Page 191 of 262



Philip Morris International Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Harold Brown Mgmt For For

Mgmt For For Elect Director Andre Calantzopoulos 1.2

Mgmt For For Elect Director Louis C. Camilleri 1.3

Mgmt For For Elect Director Massimo Ferragamo 1.4

Mgmt For For Elect Director Werner Geissler 1.5

Mgmt Against For Elect Director Lisa A. Hook 1.6


Mgmt Against For Elect Director Jennifer Li 1.7


Mgmt For For Elect Director Jun Makihara 1.8

Mgmt Against For Elect Director Sergio Marchionne 1.9


Mgmt Against For Elect Director Kalpana Morparia 1.10


Mgmt For For Elect Director Lucio A. Noto 1.11

Mgmt For For Elect Director Frederik Paulsen 1.12

Mgmt For For Elect Director Robert B. Polet 1.13

Mgmt For For Elect Director Stephen M. Wolf 1.14


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. Also, the remuneration committee should not allow vesting of incentive awards for below median performance.

Mgmt For For Ratify PricewaterhouseCoopers SA as Auditors 3

Page 192 of 262



Plaisio Computers SA


Meeting Type: Annual Ticker: PLAIS


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1




Mgmt Against For Approve Auditors and Fix Their Remuneration 4




Mgmt For For Authorize Board to Participate in Companies with Similar Business Interests

6

Mgmt For For Elect Director 7

Mgmt Against For Elect Members of Audit Committee 8



Mgmt Against For Approve Related Party Transactions 10




PPHE Hotel Group Ltd

Meeting Date: 05/15/2018 Country: Guernsey

Meeting Type: Annual Ticker: PPH

Primary ISIN: GG00B1Z5FH87 Primary SEDOL: B1Z5FH8

Page 193 of 262



PPHE Hotel Group Ltd

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt Against For Ratify Kost Forer Gabbay & Kasierer as Auditors 3


Mgmt Against For Authorise Board to Fix Remuneration of Auditors 4


Mgmt Against For Re-elect Eli Papouchado as Director 5


Mgmt For For Re-elect Boris Ivesha as Director 6


Mgmt For For Elect Daniel Kos as Director 7

Mgmt For For Re-elect Chen Moravsky as Director 8

Mgmt For For Re-elect Kevin McAuliffe as Director 9

Mgmt For For Re-elect Nigel Jones as Director 10

Mgmt For For Re-elect Dawn Morgan as Director 11



13

PRGX GLOBAL, INC.


Meeting Type: Annual Ticker: PRGX

Primary ISIN: US69357C5031 Primary SEDOL: B1BSBB7

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Gregory J. Owens Mgmt For Withhold

Page 194 of 262



PRGX GLOBAL, INC. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

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. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, 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 For Elect Director Joseph E. Whitters 1.2


Mgmt For For Elect Director Matthew A. Drapkin 1.3




3

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

Prudential Financial, Inc.


Meeting Type: Annual Ticker: PRU


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Thomas J. Baltimore, Jr. Mgmt For For

Mgmt For For Elect Director Gilbert F. Casellas 1.2

Mgmt For For Elect Director Mark B. Grier 1.3

Mgmt For For Elect Director Martina Hund-Mejean 1.4

Mgmt Against For Elect Director Karl J. Krapek 1.5


Mgmt For For Elect Director Peter R. Lighte 1.6

Mgmt For For Elect Director George Paz 1.7

Mgmt For For Elect Director Sandra Pianalto 1.8

Page 195 of 262



Prudential Financial, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Christine A. Poon 1.9

Mgmt For For Elect Director Douglas A. Scovanner 1.10

Mgmt For For Elect Director John R. Strangfeld 1.11


Mgmt For For Elect Director Michael A. Todman 1.12




3




PSB Industries


Meeting Type: Annual/Special Ticker: PSB


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2


3

Voter Rationale: If granted, payments to former executives should be subject to appropriate performance targets and triggering events that are in line with market best practice.


4

Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 175,000

5

Page 196 of 262



PSB Industries Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Authorize Repurchase of Up to 10 Percent of


Mgmt Against For Approve Compensation of Olivier Salaun,

Chairman and CEO until July 27, 2017 7


Mgmt For For Approve Compensation of François-Xavier Entremont, Chairman and CEO since July 27,

2017

8

Mgmt Against For Approve Remuneration Policy of Executive Corporate Officers

9


Mgmt For For Reelect Provendis as Director 10

Mgmt For For Reelect Claire Fosse as Director 11

Mgmt For For Reelect Carine Salvy as Director 12

Mgmt For For Reelect Cyril de Mont Marin as Director 13

Mgmt For For Reelect Gerard Seguret as Director 14


Mgmt Against For Authorize up to 2 Percent of Issued Capital for Use in Restricted Stock Plans

15



16

Mgmt For For Amend Article 4 of Bylaws Re: Headquarters 17

Mgmt For For Amend Article 15 of Bylaws Re: Employee Representatives

18

Mgmt For For Amend Article 28 of Bylaws Re: Designation of Alternate Auditors

19



20

PT Mitra Pinasthika Mustika Tbk

Meeting Date: 05/08/2018 Country: Indonesia

Meeting Type: Annual Ticker: MPMX

Primary ISIN: ID1000127202 Primary SEDOL: B9Z0LK4

Page 197 of 262




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Financial Statements, Statutory Reports, and Discharge of Directors and Commissioners

Mgmt For For

Mgmt Against For Approve Allocation of Income 2

Voter Rationale: Companies should ensure that shareholders are provided with sufficient information regarding income allocation and dividends to enable informed decisions.

Mgmt For For Approve Auditors 3

Mgmt Against For Approve Remuneration of Directors and

Commissioners 4

Voter Rationale: Companies should provide clear disclosure of compensation to the commissioners and board of directors and ensure that remuneration is commensurate with their roles and market rates.

Mgmt Against For Approve Changes in Board of Company 5

Voter Rationale: The company should ensure that the names and biographical details of directors and commissioners are disclosed to allow for informed judgements on their suitability and independence. Furthermore, the board should submit directors and commissioners for re-election individually, rather than as a single slate to enable shareholders to hold them individually accountable for their performance.



Meeting Type: Special Ticker: MPMX

Primary ISIN: ID1000127202 Primary SEDOL: B9Z0LK4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Sale of Shares Held in PT Federal

Karyatama Mgmt For For

PT Mitrabara Adiperdana Tbk


Meeting Type: Annual/Special Ticker: MBAP

Primary ISIN: ID1000132400 Primary SEDOL: BNZ9ZZ2

Page 198 of 262



PT Mitrabara Adiperdana Tbk

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

ANNUAL GENERAL MEETING AGENDA Mgmt

Mgmt For For Approve Financial Statements, Statutory Reports, and Discharge of Directors and Commissioners

1

Mgmt For For Accept Report on the Use of Proceeds, Allocation of Income Including Payment of Interim and Final Dividend, Appoint Auditors

and Authorize Board to Fix Their Remuneration

2

Mgmt Against For Approve Remuneration of Directors and

Commissioners 3

Voter Rationale: Companies should provide clear disclosure of compensation to the commissioners and board of directors and ensure that remuneration is commensurate with their roles and market rates.

Mgmt EXTRAORDINARY GENERAL MEETING AGENDA

Mgmt Against For Approve Changes in Board of Company 1


PT Multipolar Technology Tbk


Meeting Type: Annual Ticker: MLPT

Primary ISIN: ID1000128408 Primary SEDOL: BC1HKX6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Financial Statements, Statutory Reports, and Discharge of Directors and Commissioners

Mgmt For For

Mgmt Against For Approve Allocation of Income 2

Voter Rationale: Companies should ensure that shareholders are provided with sufficient information regarding income allocation and dividends to enable informed decisions.

Mgmt Against For Approve Auditors and Authorize Board to Fix



Page 199 of 262



PT Multipolar Technology Tbk Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Changes in the Board of Directors and Commissioners and Approve Remuneration of Directors and Commissioners

4


PTT PCL

Meeting Date: 04/12/2018 Country: Thailand

Meeting Type: Annual Ticker: PTT

Primary ISIN: TH0646010007 Primary SEDOL: 6420389

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Acknowledge Performance Report and Approve

Financial Statements Mgmt For For

Mgmt For For Approve Allocation of Profit and Dividend

Payment 2

Mgmt For For Approve Office of The Auditor General of

Thailand as Auditors 3

Mgmt For For Approve Reduction in Registered Capital and Amend Memorandum of Association to Reflect Decrease in Registered Capital

4

Mgmt For For Approve Change in Par Value and Amend

Memorandum of Association 5

Mgmt For For Approve External Fund Raising Plan 2018-2022 6


Mgmt Against For Approve Remuneration of Directors 8


Mgmt Acknowledge Progress of the Business Restructuring Plan for the Initial Public Offering of Ordinary Shares and the Listing of PTT Oil and Retail Business Company Limited on the Stock Exchange of Thailand

9

Mgmt Against For Elect Nuntawan Sakuntanaga as Director 10.1


Mgmt For For Elect Thon Thamrongnawasawat as Director 10.2

Page 200 of 262



PTT PCL Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Surapon Nitikraipot as Director 10.3

Mgmt For For Elect Danucha Pichayanan as Director 10.4

Mgmt For For Elect Tevin Vongvanich as Director 10.5




Public Bank Berhad


Meeting Type: Annual Ticker: PBBANK

Primary ISIN: MYL1295OO004 Primary SEDOL: B012W42

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Lai Wan as Director Mgmt For For

Mgmt For For Elect Tang Wing Chew as Director 2

Mgmt For For Elect Cheah Kim Ling as Director 3

Mgmt For For Approve Remuneration of Directors 4

Mgmt Against For Approve Directors' Benefits 5

Voter Rationale: A vote AGAINST this resolution is warranted given the following:- The company has not provided sufficient justification for the payment of remuneration and benefits to the non-executive chairman that is higher than the remuneration paid to the company's CEO.- The non-executive chairman is also the founder and substantial shareholder of the company; hence, there is material conflict of interest on the proposed remuneration and benefits.

Mgmt For For Approve Ernst & Young as Auditors and Authorize Board to Fix Their Remuneration

6

Public Service Enterprise Group Incorporated


Meeting Type: Annual Ticker: PEG


Page 201 of 262



Public Service Enterprise Group Incorporated

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Willie A. Deese Mgmt For For


Mgmt Against For Elect Director William V. Hickey 1.2

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director Ralph Izzo 1.3


Mgmt Against For Elect Director Shirley Ann Jackson 1.4

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director David Lilley 1.5

Mgmt For For Elect Director Barry H. Ostrowsky 1.6

Mgmt Against For Elect Director Thomas A. Renyi 1.7

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Also, this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director Hak Cheol (H.C.) Shin 1.8


Mgmt Against For Elect Director Richard J. Swift 1.9

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Page 202 of 262



Public Service Enterprise Group Incorporated Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Susan Tomasky 1.10


Mgmt For For Elect Director Alfred W. Zollar 1.11


2

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



QNB Corp.


Meeting Type: Annual Ticker: QNBC

Primary ISIN: US74726N1072 Primary SEDOL: B018VP4

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Thomas J. Bisko 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, former employees or company founders are not sufficiently independent to serve on key board committees. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, 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 Withhold For Elect Director Dennis Helf 1.2

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, 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 For Elect Director Jennifer L. Mann 1.3


Page 203 of 262



QNB Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Scott R. Stevenson 1.4


Mgmt For For Ratify Baker Tilly Virchow Krause, LLP as Auditors

2

Quixant Plc


Meeting Type: Annual Ticker: QXT

Primary ISIN: GB00B99PCP71 Primary SEDOL: B99PCP7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction







Mgmt For For Re-elect Michael Peagram as Director 5

Mgmt For For Re-elect Chen-Tai Lin as Director 6

Mgmt For For Re-elect Cresten Preddy as Director 7


Rights 8


Rights 9


Reinsurance Group of America, Incorporated


Meeting Type: Annual Ticker: RGA


Page 204 of 262



Reinsurance Group of America, Incorporated

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director Patricia L. Guinn Mgmt For For

Mgmt For For Elect Director Frederick J. Sievert 1B

Mgmt For For Elect Director Stanley B. Tulin 1C




Mgmt For For Amend Articles of Incorporation to Permit Shareholders to Amend Bylaws

3



Mgmt For For Eliminate Supermajority Vote Requirement to Amend Certain Provisions of the Certificate of Incorporation

5



Republic Services, Inc.


Meeting Type: Annual Ticker: RSG


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Manuel Kadre Mgmt For For

Mgmt For For Elect Director Tomago Collins 1b

Mgmt For For Elect Director Thomas W. Handley 1c

Mgmt For For Elect Director Jennifer M. Kirk 1d

Mgmt For For Elect Director Michael Larson 1e

Mgmt For For Elect Director Kim S. Pegula 1f

Page 205 of 262



Republic Services, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Ramon A. Rodriguez 1g


Mgmt For For Elect Director Donald W. Slager 1h

Mgmt For For Elect Director John M. Trani 1i

Mgmt For For Elect Director Sandra M. Volpe 1j


2

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


Mgmt For For Amend Qualified Employee Stock Purchase Plan 4

SH For Against Report on Political Contributions 5

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

Rio Tinto Ltd.

Meeting Date: 05/02/2018 Country: Australia

Meeting Type: Annual Ticker: RIO

Primary ISIN: AU000000RIO1 Primary SEDOL: 6220103

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve the Financial Statements and Reports

of the Directors and Auditor Mgmt For For

Mgmt For For Approve Remuneration Policy Report for UK Law

Purposes 2

Mgmt For For Approve the Director's Remuneration Report:

Implementation Report 3

Mgmt For For Approve the Remuneration Report 4

Mgmt For For Approve 2018 Equity Incentive Plan 5A

Mgmt For For Approve Potential Termination Benefits Under

the 2018 Equity Incentive Plan 5B

Page 206 of 262



Rio Tinto Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Megan Clark as Director 6

Mgmt For For Elect David Constable as Director 7

Mgmt For For Elect Ann Godbehere as Director 8

Mgmt For For Elect Simon Henry as Director 9

Mgmt For For Elect Jean-Sebastien Jacques as Director 10

Mgmt For For Elect Sam Laidlaw as Director 11

Mgmt For For Elect Michael L'Estrange as Director 12

Mgmt For For Elect Chris Lynch as Director 13

Mgmt For For Elect Simon Thompson as Director 14

Mgmt For For Appoint PricewaterhouseCoopers LLP as

Auditors of the Company 15

Mgmt For For Authorize Board to Fix Remuneration of the

Auditors 16

Mgmt For For Approve Political Donations 17

Mgmt For For Approve the Renewal of Off- Market and

On-Market Share Buyback Authorities 18

SH Against Against Amend Company's Constitution 19

SH Abstain Against Approve Public Policy Advocacy on Climate

Change 20

Ross Stores, Inc.


Meeting Type: Annual Ticker: ROST


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Michael Balmuth Mgmt For For


Page 207 of 262



Ross Stores, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director K. Gunnar Bjorklund 1b

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, this director is not sufficiently independent to serve as the independent lead director.

Mgmt Against For Elect Director Michael J. Bush 1c

Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt Against For Elect Director Norman A. Ferber 1d


Mgmt Against For Elect Director Sharon D. Garrett 1e

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Stephen D. Milligan 1f


Mgmt Against For Elect Director George P. Orban 1g


Mgmt For For Elect Director Michael O'Sullivan 1h

Mgmt For For Elect Director Lawrence S. Peiros 1i


Mgmt For For Elect Director Gregory L. Quesnel 1j


Page 208 of 262



Ross Stores, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Barbara Rentler 1k



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



S & B Foods Inc




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Ogata, Hiroyuki Mgmt For For

Mgmt Against For Elect Director Ogiwara, Toshiaki 1.2


Mgmt Against For Elect Director Tanno, Yoshio 1.3


Mgmt Against For Elect Director Yamazaki, Akihiro 1.4


Mgmt Against For Elect Director Shimada, Kazunori 1.5


Mgmt Against For Elect Director Ikemura, Kazuya 1.6


Mgmt Against For Elect Director Taguchi, Hiroshi 1.7


Page 209 of 262



S & B Foods Inc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Tani, Osamu 1.8

Mgmt For For Elect Director Hirose, Haruko 1.9

Saison Information Systems




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Amend Articles to Change Location of Head Office

2

Mgmt For For Elect Director Uchida, Kazuhiro 3.1

Mgmt For For Elect Director Ono, Kazutoshi 3.2

Mgmt For For Elect Director Tsuchihashi, Shingo 3.3

Mgmt For For Elect Director Osawa, Takashi 3.4

Mgmt For For Elect Director Fujiuchi, Kiyofumi 3.5

Mgmt For For Elect Director Yamamoto, Yoshihisa 3.6

Mgmt For For Elect Director Kawano, Tadaaki 3.7

Mgmt For For Elect Director Suzuki, Koichi 3.8

Mgmt For For Elect Director Yoshida, Masahiko 3.9

Mgmt For For Elect Director Yashiro, Hiroko 3.10

Mgmt For For Appoint Statutory Auditor Ogawa, Norihisa 4

Samse


Meeting Type: Annual/Special Ticker: SAMS

Primary ISIN: FR0000060071 Primary SEDOL: B15RWD9

Page 210 of 262



Samse

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports 1


Statutory Reports 2



Mgmt Against For Approve Auditors' Special Report on

Related-Party Transactions 4


Mgmt Against For Ratify Appointment of Remco Teulings as Supervisory Board Member

5

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Moreover, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Reelect Patrice Joppe as Supervisory Board

Member 6

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Moreover, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Then,the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt Against For Reelect Paul Beriot as Supervisory Board

Member 7

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Reelect CRH FRANCE DISTRIBUTION as

Supervisory Board Member 8


Mgmt Against For Reelect DUMONT INVESTISSEMENT as Supervisory Board Member

9

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Moreover, te audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 211 of 262



Samse Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Compensation of Olivier Malfait,

Chairman of the Management Board 10


Mgmt Against For Approve Compensation of Francois Beriot, Member of the Management Board

11


Mgmt Against For Approve Compensation of Laurent Chameroy, Member of the Management Board

12


Mgmt For For Approve Compensation of Patrice Joppe, Chairman of the Supervisory Board

13

Mgmt For For Approve Compensation of Supervisory Board Members

14

Mgmt Against For Approve Remuneration Policy of the Chairman of the Management Board

15


Mgmt Against For Approve Remuneration Policy of the Members of

the Management Board 16


Mgmt For For Approve Remuneration Policy of the Chairman

of the Supervisory Board 17

Mgmt For For Approve Remuneration Policy of the Members of

the Supervisory Board 18







Mgmt For For Amend Article 3 of Bylaws Re: Corporate

Purpose 21


Formalities 22

Page 212 of 262



San Miguel Food & Beverage, Inc.


Meeting Type: Annual Ticker: FB

Primary ISIN: PHY7510J1668 Primary SEDOL: BDTYKJ2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Withhold For Elect Eduardo M. Cojuangco, Jr. as Director 1.1


Mgmt Withhold For Elect Ramon S. Ang as Director 1.2


Mgmt For For Elect Francisco S. Alejo III as Director 1.3

Mgmt Withhold For Elect Menardo R. Jimenez as Director 1.4


Mgmt For For Elect Rolando L. Macasaet as Director 1.5

Mgmt For For Elect Romela M. Bengzon as Director 1.6

Mgmt For For Elect Carmelo L. Santiago as Director 1.7

Mgmt For For Elect Minita V. Chico-Nazario as Director 1.8

Mgmt For For Elect Ricardo C. Marquez as Director 1.9

Mgmt For For Approve Minutes of the Annual Stockholders' Meeting Held on May 12, 2017 and Special Stockholders' Meeting Held on January 18, 2018

2

Mgmt For For Approve Annual Report of the Company for the

Year Ended Dec. 31, 2017 3

Mgmt For For Ratify All Acts of the Board of Directors and Officers Since the 2017 Annual Stockholders' Meeting

4

Mgmt For For Approve Amendments to the By-laws to Set Out the New Corporate Name of the Company in the Title of the By-laws

5a1

Mgmt For For Approve Amendments to the By-laws to Set Out the New Corporate Name of the Company in the Official Seal of the Company Under Article XI

5a2

Mgmt For For Approve Amendments to the By-laws to Set Out the Disqualification for Director in the Company Under Article II, Section 1

5b

Page 213 of 262



San Miguel Food & Beverage, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Appoint R.G. Manabat & Co. as External

Auditors of the Company 6

Mgmt Against For Approve Other Matters 7


Savencia SA


Meeting Type: Annual/Special Ticker: SAVE


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2


3

Mgmt For For Approve Auditors' Special Report on Related-Party Transactions

4

Mgmt Against For Approve New Pension Scheme Agreement with Jean-Paul Torris, CEO

5

Voter Rationale: The proposed pension scheme is in addition to the benefits retiring executives will receive as part of a severance package and/or a non-compete agreement.

Mgmt For For Reelect Alex Bongrain as Director 6

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. The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Reelect Armand Bongrain as Director 7

Mgmt For For Reelect Pascal Breton as Director 8

Mgmt For For Reelect Clare Chatfield as Director 9

Mgmt For For Reelect Dominique Damon as Director 10

Mgmt For For Reelect Beatrice Giraud as Director 11

Mgmt For For Reelect Xavier Govare as Director 12

Page 214 of 262



Savencia SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Martine Liautaud as Director 13

Mgmt Against For Reelect Jean-Yves Priest as Director 14


Mgmt For For Reelect Ignacio Osborne as Director 15

Mgmt Against For Reelect Jean-Michel Strasser as Director 16


Mgmt Against For Reelect Pascale Witz as Director 17


Mgmt For For Elect Christian Mouillon as Director 18

Mgmt Against For Elect Savencia Holding as Director 19


Mgmt For For Approve Compensation of Alex Bongrain,

Chairman 20

Mgmt For For Approve Compensation of Jean-Paul Torris, CEO 21

Mgmt For For Approve Compensation of Robert Brzusczak,

Vice-CEO 22

Mgmt Against For Approve Remuneration Policy of Chairman, CEO

and Vice-CEO 23



Aggregate Amount of EUR 600,000 24





Mgmt Against For Authorize Capitalization of Reserves of Up to EUR 5 Million for Bonus Issue or Increase in Par Value

26


Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to

Aggregate Nominal Amount of EUR 5 Million

27


Page 215 of 262



Savencia SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction





Formalities 29

Science Group plc


Meeting Type: Annual Ticker: SAG

Primary ISIN: GB00B39GTJ17 Primary SEDOL: B39GTJ1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Reappoint KPMG LLP as Auditors and Authorise Their Remuneration

2

Mgmt For For Re-elect Martyn Ratcliffe as Director 3




Rights 5


Rights 6


Mgmt Against For Approve Waiver on Tender-Bid Requirement 8

Voter Rationale: A concert party should not be able to gain or increase its control of the company without paying an appropriate premium.

Mgmt Against For Amend Performance Share Plan 9


Mgmt Against For Approve Grant of Options 10

Voter Rationale: 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 Approve Increase to the Annual Limit on Share

Option Grants 11

Page 216 of 262



Secure Income REIT Plc


Meeting Type: Annual Ticker: SIR

Primary ISIN: GB00BLMQ9L68 Primary SEDOL: BLMQ9L6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Mgmt For For Re-elect Mike Brown as Director 2

Mgmt For For Re-elect Jonathan Lane as Director 3

Mgmt For For Re-elect Ian Marcus as Director 4

Mgmt For For Reappoint BDO LLP as Auditors 5






8

Senior Housing Properties Trust


Meeting Type: Annual Ticker: SNH

Primary ISIN: US81721M1099 Primary SEDOL: 2501631

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Lisa Harris Jones Mgmt For Withhold

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. Furthermore, the board should act with accountability to the investors it represents and take action where a substantial proportion have expressed concerns over compensation practices in previous years. Moreover, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. Finally we are disappointed that the company has not enacted the will of investors and implemented the majority-supported shareholder proposal from last year's AGM.

Page 217 of 262



Senior Housing Properties Trust Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Jennifer B. Clark 1.2



2

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.


Sing Investments & Finance Limited


Meeting Type: Annual Ticker: S35

Primary ISIN: SG1S02002305 Primary SEDOL: 6811864

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Approve First and Final Dividend 3

Mgmt For For Elect Joseph Yeong Wee Yong as Director 4

Mgmt For For Elect Chee Jin Kiong as Director 5

Mgmt For For Approve Deloitte & Touche LLP as Auditors and

Authorize Board to Fix Their Remuneration 6


Securities with or without Preemptive Rights 7



Page 218 of 262



Stalexport Autostrady SA


Meeting Type: Annual Ticker: STX

Primary ISIN: PLSTLEX00019 Primary SEDOL: 4847872

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt


Mgmt Prepare List of Shareholders 3


Mgmt For For Resolve Not to Elect Vote Counting Commission 5


Mgmt Receive Management Board Report on Company's Operations and Financial Statements

7

Mgmt Receive Management Board Report on Group's Operations and Consolidated Financial

Statements

8

Mgmt Receive Supervisory Board Reports for Fiscal 2017

9

Mgmt For For Approve Management Board Report on Company's Operations in Fiscal 2017

10

Mgmt For For Approve Financial Statements for Fiscal 2017 11



Operations in Fiscal 2017 12

Mgmt For For Approve Consolidated Financial Statements for

Fiscal 2017 13

Mgmt For For Approve Allocation of Income and Dividend of

PLN 0.29 per Share 14

Mgmt For For Approve Discharge of Emil Wasacz (CEO) 15.1

Mgmt For For Approve Discharge of Mariusz Serwa (Deputy

CEO) 15.2

Mgmt For For Approve Discharge of Nicolo Caffo (Supervisory

Board Member) 16.1

Mgmt For For Approve Discharge of Aleksander Galos


Mgmt For For Approve Discharge of Roberto Mengucci


Mgmt For For Approve Discharge of Marco Pace (Supervisory

Board Member) 16.4

Page 219 of 262



Stalexport Autostrady SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Stefano Rossi


Mgmt For For Approve Discharge of Massimo Sonego


Mgmt For For Approve Discharge of Tadeusz Wludyka



Stalprodukt SA


Meeting Type: Annual Ticker: STP

Primary ISIN: PLSTLPD00017 Primary SEDOL: 5307171

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt




Mgmt For For Elect Members of Vote Counting Commission 5.1

Mgmt For For Elect Members of Resolutions Commission 5.2



Mgmt For For Approve Management Board Report on Company's and Group's Operations and Consolidated Financial Statements

7


Mgmt For For Approve Supervisory Board Report 8

Mgmt For For Approve Discharge of Piotr Janeczek (CEO) 9.1

Mgmt For For Approve Discharge of Jozef Ryszka


Mgmt For For Approve Discharge of Lukasz Mentel


Page 220 of 262



Stalprodukt SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Stanislaw Kurnik


Mgmt For For Approve Discharge of Maria Sierpinska


Mgmt For For Approve Discharge of Kazimierz Szydlowski


Mgmt For For Approve Discharge of Janusz Bodek


Mgmt For For Approve Discharge of Sanjay Samaddar


Mgmt For For Approve Discharge of Magdalena Janeczek


Mgmt For For Approve Discharge of Agata Sierpinska-Sawicz


Mgmt For For Approve Discharge of Stanislaw Stando


Mgmt For For Approve Discharge of Romuald Talarek



PLN 3 per Share 11


Standard AVB Financial Corp.


Meeting Type: Annual Ticker: STND

Primary ISIN: US85303B1008 Primary SEDOL: BYX1RW8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Andrew W. Hasley Mgmt For For


Mgmt For For Elect Director Thomas J. Rennie 1.2


Page 221 of 262



Standard AVB Financial Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Withhold For Elect Director R. Craig Thomasmeyer 1.3

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, 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 For Elect Director Timothy K. Zimmerman 1.4


Mgmt For For Ratify S.R. Snodgrass, P.C. as Auditors 2

Starwood Property Trust, Inc.


Meeting Type: Annual Ticker: STWD

Primary ISIN: US85571B1052 Primary SEDOL: B3PQ520

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Richard D. Bronson Mgmt For Withhold

Mgmt For For Elect Director Jeffrey G. Dishner 1.2

Mgmt Withhold For Elect Director Camille J. Douglas 1.3

Mgmt For For Elect Director Solomon J. Kumin 1.4

Mgmt For For Elect Director Barry S. Sternlicht 1.5

Mgmt Withhold For Elect Director Strauss Zelnick 1.6




Sykes Enterprises, Incorporated


Meeting Type: Annual Ticker: SYKE


Page 222 of 262



Sykes Enterprises, Incorporated

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Charles E. Sykes Mgmt For For


Mgmt Against For Elect Director William J. Meurer 1b

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, 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 For Elect Director Vanessa C.L. Chang 1c


Mgmt For For Elect Director W. Mark Watson 1d



2

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


Target Corporation


Meeting Type: Annual Ticker: TGT

Primary ISIN: US87612E1064 Primary SEDOL: 2259101

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Roxanne S. Austin Mgmt For Against

Page 223 of 262



Target Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Elect Director Douglas M. Baker, Jr. 1b

Mgmt For For Elect Director Brian C. Cornell 1c


Mgmt Against For Elect Director Calvin Darden 1d


Mgmt For For Elect Director Henrique De Castro 1e

Mgmt For For Elect Director Robert L. Edwards 1f

Mgmt For For Elect Director Melanie L. Healey 1g

Mgmt For For Elect Director Donald R. Knauss 1h

Mgmt For For Elect Director Monica C. Lozano 1i

Mgmt Against For Elect Director Mary E. Minnick 1j


Mgmt For For Elect Director Kenneth L. Salazar 1k

Mgmt For For Elect Director Dmitri L. Stockton 1l








Telekom Austria AG


Meeting Type: Annual Ticker: TKA


Page 224 of 262



Telekom Austria AG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports (Non-Voting) Mgmt






Members 5

Mgmt For For Elect Edith Hlawati as Supervisory Board

Member 6.1

Mgmt For For Elect Bettina Glatz-Kremsner as Supervisory

Board Member 6.2

Mgmt Against For Elect Daniela Lecuona Torres as Supervisory

Board Member 6.3

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.

Mgmt Against For Elect Carlos Garcia Moreno Elizondo as

Supervisory Board Member 6.4

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Moreover, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Further, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Carlos Jarque as Supervisory Board Member

6.5

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Oscar Von Hauske Solis as Supervisory Board Member

6.6

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Further, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Ratify Ernst & Young Wirtschaftspruefungsgesellschaft m.b.H. as

Auditors

7

Page 225 of 262



Tenaga Nasional Berhad


Meeting Type: Annual Ticker: TENAGA


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Abd Manaf bin Hashim as Director Mgmt For For

Mgmt For For Elect Sakthivel Alagappan as Director 2

Mgmt For For Elect Gee Siew Yoong as Director 3

Mgmt For For Elect Noraini binti Che Dan as Director 4


Mgmt For For Approve Directors' Benefits 6

Mgmt For For Approve PricewaterhouseCoopers PLT as Auditors and Authorize Board to Fix Their

Remuneration

7


The Allstate Corporation


Meeting Type: Annual Ticker: ALL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Kermit R. Crawford Mgmt For For


Mgmt For For Elect Director Michael L. Eskew 1b

Mgmt For For Elect Director Margaret M. Keane 1c

Mgmt For For Elect Director Siddharth N. (Bobby) Mehta 1d

Mgmt For For Elect Director Jacques P. Perold 1e


Page 226 of 262



The Allstate Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Andrea Redmond 1f


Mgmt For For Elect Director Gregg M. Sherrill 1g


Mgmt Against For Elect Director Judith A. Sprieser 1h


Mgmt For For Elect Director Perry M. Traquina 1i

Mgmt For For Elect Director Thomas J. Wilson 1j



2

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







The Children's Place, Inc.


Meeting Type: Annual Ticker: PLCE


Page 227 of 262



The Children's Place, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Joseph Alutto Mgmt For For

Mgmt For For Elect Director John E. Bachman 1.2

Mgmt For For Elect Director Marla Malcolm Beck 1.3

Mgmt For For Elect Director Jane Elfers 1.4

Mgmt For For Elect Director Joseph Gromek 1.5

Mgmt For For Elect Director Norman Matthews 1.6

Mgmt For For Elect Director Robert L. Mettler 1.7

Mgmt For For Elect Director Stanley W. Reynolds 1.8

Mgmt For For Elect Director Susan Sobbott 1.9




Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Also, 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. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

The Coca-Cola Company


Meeting Type: Annual Ticker: KO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Herbert A. Allen Mgmt For For

Mgmt Against For Elect Director Ronald W. Allen 1.2


Page 228 of 262



The Coca-Cola Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Marc Bolland 1.3


Mgmt For For Elect Director Ana Botin 1.4


Mgmt For For Elect Director Richard M. Daley 1.5


Mgmt Against For Elect Director Christopher C. Davis 1.6


Mgmt Against For Elect Director Barry Diller 1.7

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Helene D. Gayle 1.8

Mgmt For For Elect Director Alexis M. Herman 1.9

Mgmt For For Elect Director Muhtar Kent 1.10


Mgmt For For Elect Director Robert A. Kotick 1.11

Mgmt For For Elect Director Maria Elena Lagomasino 1.12


Mgmt Against For Elect Director Sam Nunn 1.13

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director James Quincey 1.14

Mgmt For For Elect Director Caroline J. Tsay 1.15

Mgmt For For Elect Director David B. Weinberg 1.16


2


Page 229 of 262



The Coca-Cola Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



The Home Depot, Inc.


Meeting Type: Annual Ticker: HD


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Gerard J. Arpey Mgmt For For


Mgmt For For Elect Director Ari Bousbib 1b

Mgmt For For Elect Director Jeffery H. Boyd 1c


Mgmt Against For Elect Director Gregory D. Brenneman 1d


Mgmt For For Elect Director J. Frank Brown 1e

Mgmt For For Elect Director Albert P. Carey 1f


Mgmt For For Elect Director Armando Codina 1g


Mgmt For For Elect Director Helena B. Foulkes 1h


Mgmt For For Elect Director Linda R. Gooden 1i

Mgmt For For Elect Director Wayne M. Hewett 1j

Mgmt For For Elect Director Stephanie C. Linnartz 1k


Page 230 of 262



The Home Depot, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Craig A. Menear 1l


Mgmt For For Elect Director Mark Vadon 1m




3




SH For Against Prepare Employment Diversity Report and

Report on Diversity Policies 5

Voter Rationale: The company should report to investors on efforts to widen its executive and board candidate pool. The board should draw on the richest possible combination of talents and perspectives. In addition, board charters should affirm the value of individual diversity of all kinds including gender, ethnic origin, nationality, professional background and many other factors that may enhance the board's performance.




SH For Against Clawback of Incentive Payments 7

Voter Rationale: Substantial restatements should trigger a reassessment and reclamation of performance-based compensation where this has been calculated on inaccurate figures. Also, the board should have the ability to "claw back" from executives that benefited from improper accounting, even if they were not directly responsible due to fraudulent activity or willful misconduct. The board should introduce options to recoup following major regulatory and other significant failings by senior management.

The Interpublic Group of Companies, Inc.


Meeting Type: Annual Ticker: IPG


Page 231 of 262



The Interpublic Group of Companies, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jocelyn Carter-Miller Mgmt For For


Mgmt Against For Elect Director H. John Greeniaus 1.2

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Mary J. Steele Guilfoile 1.3


Mgmt For For Elect Director Dawn Hudson 1.4


Mgmt For For Elect Director William T. Kerr 1.5

Mgmt For For Elect Director Henry S. Miller 1.6


Mgmt For For Elect Director Jonathan F. Miller 1.7


Mgmt For For Elect Director Patrick Q. Moore 1.8

Mgmt For For Elect Director Michael I. Roth 1.9

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, 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 Against For Elect Director David M. Thomas 1.10

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director E. Lee Wyatt Jr. 1.11


Page 232 of 262



The Interpublic Group of Companies, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




3

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



The Kroger Co.


Meeting Type: Annual Ticker: KR


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Nora A. Aufreiter Mgmt For For

Mgmt Against For Elect Director Robert D. Beyer 1b

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director Anne Gates 1c

Mgmt For For Elect Director Susan J. Kropf 1d


Mgmt For For Elect Director W. Rodney McMullen 1e


Page 233 of 262



The Kroger Co. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Jorge P. Montoya 1f

Mgmt Against For Elect Director Clyde R. Moore 1g


Mgmt For For Elect Director James A. Runde 1h

Mgmt For For Elect Director Ronald L. Sargent 1i

Mgmt Against For Elect Director Bobby S. Shackouls 1j

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Mark S. Sutton 1k


2


Mgmt For For Provide Proxy Access Right 3


Mgmt For For Amend Bylaws to Authorize the Board to Amend

Bylaws 4



SH For Against Report on Benefits of Adopting Renewable

Energy Goals 6

Voter Rationale: Energy efficiency and renewable energy present opportunities for increasing shareholder value while mitigating risks associated with climate change. Additional information is merited.

SH For Against Assess Environmental Impact of Non-Recyclable

Packaging 7

Voter Rationale: Product take-back and recycling present ongoing risks and opportunities to long-term shareholder value. Additional information, including clear recycling targets, is merited.



Page 234 of 262



The PNC Financial Services Group, Inc.


Meeting Type: Annual Ticker: PNC


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Charles E. Bunch Mgmt For Against

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 For Elect Director Debra A. Cafaro 1.2

Mgmt For For Elect Director Marjorie Rodgers Cheshire 1.3

Mgmt For For Elect Director William S. Demchak 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. Also, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders

Mgmt For For Elect Director Andrew T. Feldstein 1.5

Mgmt For For Elect Director Daniel R. Hesse 1.6

Mgmt Against For Elect Director Richard B. Kelson 1.7

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Linda R. Medler 1.8

Mgmt For For Elect Director Martin Pfinsgraff 1.9

Mgmt For For Elect Director Donald J. Shepard 1.10

Mgmt For For Elect Director Michael J. Ward 1.11

Mgmt For For Elect Director Gregory D. Wasson 1.12




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. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance.

Page 235 of 262



The Providence Service Corporation


Meeting Type: Annual Ticker: PRSC


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Todd J. Carter Mgmt For For


Mgmt For For Elect Director Frank J. Wright 1.2



2



The Travelers Companies, Inc.


Meeting Type: Annual Ticker: TRV

Primary ISIN: US89417E1091 Primary SEDOL: 2769503

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Alan L. Beller Mgmt For For

Mgmt Against For Elect Director John H. Dasburg 1b

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. Additionally, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 236 of 262



The Travelers Companies, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Janet M. Dolan 1c

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt Against For Elect Director Kenneth M. Duberstein 1d

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Patricia L. Higgins 1e

Mgmt For For Elect Director William J. Kane 1f

Mgmt For For Elect Director Clarence Otis, Jr. 1g


Mgmt For For Elect Director Philip T. (Pete) Ruegger, III 1h


Mgmt For For Elect Director Todd C. Schermerhorn 1i

Mgmt For For Elect Director Alan D. Schnitzer 1j


Mgmt For For Elect Director Donald J. Shepard 1k


Mgmt Against For Elect Director Laurie J. Thomsen 1l

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 237 of 262



The Travelers Companies, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




3


SH For Against Prepare Employment Diversity Report and Report on Diversity Policies

4

Voter Rationale: The company should report to investors on efforts to widen its executive and board candidate pool. The board should draw on the richest possible combination of talents and perspectives. In addition, board charters should affirm the value of individual diversity of all kinds including gender, ethnic origin, nationality, professional background and many other factors that may enhance the board's performance.

Ticon Freehold & Leasehold Real Estate Investment Trust

Meeting Date: 04/05/2018 Country: Thailand

Meeting Type: Annual Ticker: TREIT

Primary ISIN: TH6172010006 Primary SEDOL: BV9DDJ6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Acknowledge Minutes of Previous Meeting Mgmt

Mgmt Acknowledge Operational Results 2

Mgmt Acknowledge Financial Statements 3

Mgmt For For Change Fiscal Year End 4

Mgmt Acknowledge KPMG Phoomchai Audit Ltd. as

Auditors 5

Mgmt For For Authorize Issuance of Debentures 6

Mgmt For For Approve TREIT's Loans and Provision of

Collateral Related to the REIT's Loans 7



Page 238 of 262



TOBA, INC.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Mgmt For For Amend Articles to Amend Business Lines 2

Mgmt Against For Elect Director Miura, Naoyuki 3.1


Mgmt Against For Elect Director Toba, Shigeyoshi 3.2


Mgmt Against For Elect Director Endo, Minoru 3.3


Mgmt Against For Elect Director Matsunaga, Kenichi 3.4


Mgmt Against For Elect Director Chikuni, Tetsuo 3.5


Mgmt Against For Elect Director Tani, Itsuo 3.6


Mgmt Against For Appoint Statutory Auditor Mori, Shinichi 4.1


Mgmt Against For Appoint Statutory Auditor Hayasaki, Makoto 4.2


Page 239 of 262



TOBA, INC. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Total Produce plc

Meeting Date: 05/31/2018 Country: Ireland

Meeting Type: Annual Ticker: T7O

Primary ISIN: IE00B1HDWM43 Primary SEDOL: B1L9ZC9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Approve Dividends 2

Mgmt For For Re-elect Rory Byrne as Director 3a

Mgmt For For Re-elect Frank Davis as Director 3b

Mgmt For For Re-elect Seamus Taaffe as Director 3c


Mgmt Abstain For Authorise Issue of Equity with Pre-emptive Rights

5

Mgmt Abstain For Authorise Issue of Equity without Pre-emptive Rights

6

Mgmt Abstain For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment

7

Mgmt For For Authorise Market Purchase of Shares 8

Mgmt For For Authorise Reissuance of Treasury Shares 9

U.S. Bancorp


Meeting Type: Annual Ticker: USB


Page 240 of 262



U.S. Bancorp

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Warner L. Baxter Mgmt For For

Mgmt For For Elect Director Marc N. Casper 1b

Mgmt For For Elect Director Andrew Cecere 1c


Mgmt Abstain For Elect Director Arthur D. Collins, Jr. 1d

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. We note that there has been a degree of refreshment over the last three years and the Company has informed us that long-tenured directors will have left the board by 2020. At the same time, whilst we welcome this commitment, we consider that the pace of change to be too slow given this director's substantial length of tenure on the board. Accordingly we intend to abstain on his re-election at this time.

Mgmt For For Elect Director Kimberly J. Harris 1e


Mgmt For For Elect Director Roland A. Hernandez 1f

Mgmt For For Elect Director Doreen Woo Ho 1g

Mgmt For For Elect Director Olivia F. Kirtley 1h

Mgmt For For Elect Director Karen S. Lynch 1i

Mgmt For For Elect Director Richard P. McKenney 1j

Mgmt Abstain For Elect Director David B. O'Maley 1k

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. In addition, this director is not sufficiently independent to serve as the independent lead director. We note that there has been a degree of refreshment over the last three years and the Company has informed us that long-tenured directors will have left the board by 2020. At the same time, whilst we welcome this commitment, we consider that the pace of change to be too slow given this director's substantial length of tenure on the board. Accordingly we intend to abstain on his re-election at this time.

Mgmt Abstain For Elect Director O'dell M. Owens 1l

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. We note that there has been a degree of refreshment over the last three years and the Company has informed us that long-tenured directors will have left the board by 2020. At the same time, whilst we welcome this commitment, we consider that the pace of change to be too slow given this director's substantial length of tenure on the board. Accordingly we intend to abstain on his re-election at this time.

Page 241 of 262



U.S. Bancorp Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Abstain For Elect Director Craig D. Schnuck 1m

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. We note that there has been a degree of refreshment over the last three years and the Company has informed us that long-tenured directors will have left the board by 2020. At the same time, whilst we welcome this commitment, we consider that the pace of change to be too slow given this director's substantial length of tenure on the board. Accordingly we intend to abstain on his re-election at this time.

Mgmt Against For Elect Director Scott W. Wine 1n




3

Voter Rationale: We welcome the positive changes made during the year to the executive compensation program, particularly more transparency around how long-term incentive targets are set and the lengthening of the performance period from one to three years. At the same time we are disappointed with company's decision to reduce the proportion of equity that is performance based. We encourage the company to correct this going forward in order to restore the original pay mix.

Union Bank of the Philippines


Meeting Type: Annual Ticker: UBP

Primary ISIN: PHY9091H1069 Primary SEDOL: 6914547

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Withhold For Elect Justo A. Ortiz as Director 1.1

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board; support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Withhold For Elect Jon Ramon M. Aboitiz as Director 1.2

Voter Rationale: The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Withhold For Elect Erramon I. Aboitiz as Director 1.3

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 242 of 262



Union Bank of the Philippines Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Sabin M. Aboitiz as Director 1.4

Mgmt For For Elect Luis Miguel O. Aboitiz as Director 1.5

Mgmt For For Elect Manuel R. Lozano as Director 1.6

Mgmt Withhold For Elect Nina D. Aguas as Director 1.7

Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Emmanuel F. Dooc as Director 1.8

Mgmt Withhold For Elect Michael G. Regino as Director 1.9


Mgmt For For Elect Edwin R. Bautista as Director 1.10

Mgmt For For Elect Carlos B. Raymond, Jr. as Director 2.1

Mgmt For For Elect Reynato S. Puno as Director 2.2

Mgmt For For Elect Francisco S.A. Sandejas as Director 2.3

Mgmt For For Elect Erwin M. Elechicon as Director 2.4

Mgmt For For Elect Roberto G. Manabat as Director 2.5

Mgmt For For Approve the Minutes of the Annual Stockholders' Meeting Held on May 26, 2017

3a

Mgmt For For Approve the Annual Report of Management on Operations for 2017

3b

Mgmt For For Ratify the Past Actions of the Board and of Directors, Board Committees, and Management

3c

Mgmt For For Appoint External Auditor 3d

United Parcel Service, Inc.


Meeting Type: Annual Ticker: UPS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director David P. Abney Mgmt For For

Page 243 of 262



United Parcel Service, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

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. Furthermore, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders.

Mgmt For For Elect Director Rodney C. Adkins 1b

Mgmt For For Elect Director Michael J. Burns 1c

Mgmt For For Elect Director William R. Johnson 1d

Mgmt For For Elect Director Candace Kendle 1e

Mgmt Against For Elect Director Ann M. Livermore 1f


Mgmt For For Elect Director Rudy H.P. Markham 1g

Mgmt For For Elect Director Franck J. Moison 1h

Mgmt For For Elect Director Clark "Sandy" T. Randt, Jr. 1i

Mgmt For For Elect Director Christiana Smith Shi 1j

Mgmt For For Elect Director John T. Stankey 1k

Mgmt Against For Elect Director Carol B. Tome 1l


Mgmt For For Elect Director Kevin M. Warsh 1m


Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.Moreover, 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, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.





SH For Against Approve Recapitalization Plan for all Stock to

Have One-vote per Share 5

Voter Rationale: "One share, one vote" is a fundamental element of good corporate governance. Companies should not create shares with impaired or enhanced voting rights.

Page 244 of 262



United Parcel Service, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH For Against Assess Feasibility of Including Sustainability as a Performance Measure for Senior Executive Compensation

6


United Technologies Corporation


Meeting Type: Annual Ticker: UTX


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Lloyd J. Austin, III Mgmt For For

Mgmt For For Elect Director Diane M. Bryant 1b

Mgmt Against For Elect Director John V. Faraci 1c

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. Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Against For Elect Director Jean-Pierre Garnier 1d

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director Gregory J. Hayes 1e


Mgmt For For Elect Director Ellen J. Kullman 1f

Mgmt Against For Elect Director Marshall O. Larsen 1g

Voter Rationale: Executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 245 of 262



United Technologies Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Harold W. McGraw, III 1h

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director Margaret L. O'Sullivan 1i

Mgmt For For Elect Director Fredric G. Reynolds 1j

Mgmt For For Elect Director Brian C. Rogers 1k

Mgmt Against For Elect Director Christine Todd Whitman 1l

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.


2

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Also, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. In addition, 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.


Voter Rationale: This plan could lead to excessive dilution.On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, 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.



Mgmt For For Eliminate Supermajority Vote Requirement to

Approve Certain Business Combinations 5





Page 246 of 262



UnitedHealth Group Incorporated


Meeting Type: Annual Ticker: UNH

Primary ISIN: US91324P1021 Primary SEDOL: 2917766

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director William C. Ballard, Jr. Mgmt For Against


Mgmt Against For Elect Director Richard T. Burke 1b

Voter Rationale: Executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors. Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director Timothy P. Flynn 1c

Mgmt For For Elect Director Stephen J. Hemsley 1d


Mgmt For For Elect Director Michele J. Hooper 1e


Mgmt For For Elect Director F. William McNabb, III 1f

Mgmt For For Elect Director Valerie C. Montgomery Rice 1g

Mgmt For For Elect Director Glenn M. Renwick 1h

Mgmt For For Elect Director Kenneth I. Shine 1i

Mgmt For For Elect Director David S. Wichmann 1j

Mgmt Against For Elect Director Gail R. Wilensky 1k

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, 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 and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Page 247 of 262



UnitedHealth Group Incorporated Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction





Valero Energy Corporation


Meeting Type: Annual Ticker: VLO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director H. Paulett Eberhart Mgmt For For

Mgmt For For Elect Director Joseph W. Gorder 1B


Mgmt For For Elect Director Kimberly S. Greene 1C


Mgmt For For Elect Director Deborah P. Majoras 1D


Mgmt For For Elect Director Donald L. Nickles 1E


Mgmt For For Elect Director Philip J. Pfeiffer 1F

Mgmt Against For Elect Director Robert A. Profusek 1G

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director Stephen M. Waters 1H

Page 248 of 262



Valero Energy Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Randall J. Weisenburger 1I

Mgmt For For Elect Director Rayford Wilkins, Jr. 1J




Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Also, 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. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance.

Mgmt For For Remove Supermajority Vote Requirement 4


Mgmt For For Provide Right to Act by Written Consent 5

Validus Holdings, Ltd.


Meeting Type: Special Ticker: VR

Primary ISIN: BMG9319H1025 Primary SEDOL: B23HRW2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Reduce Supermajority Vote Requirement to

Approve Merger Mgmt For For


Mgmt For For Approve Merger Agreement 2

Mgmt Against For Advisory Vote on Golden Parachutes 3

Voter Rationale: A vote AGAINST this proposal is warranted. Although certain equity awards are prorated with a portion assumed and retaining a time-vesting schedule, the company calculated performance awards at maximum, with the portion between target and maximum automatically accelerated and cashed out, irrespective of actual performance. The company does not disclose the specific value of this enhanced benefit. Moreover, 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. Also, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

Mgmt For For Adjourn Meeting 4

Page 249 of 262



Verizon Communications Inc.


Meeting Type: Annual Ticker: VZ

Primary ISIN: US92343V1044 Primary SEDOL: 2090571

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Shellye L. Archambeau Mgmt For For

Mgmt For For Elect Director Mark T. Bertolini 1.2

Mgmt Against For Elect Director Richard L. Carrion 1.3


Mgmt For For Elect Director Melanie L. Healey 1.4

Mgmt For For Elect Director M. Frances Keeth 1.5

Mgmt For For Elect Director Lowell C. McAdam 1.6


Mgmt For For Elect Director Clarence Otis, Jr. 1.7

Mgmt For For Elect Director Rodney E. Slater 1.8

Mgmt For For Elect Director Kathryn A. Tesija 1.9

Mgmt For For Elect Director Gregory D. Wasson 1.10

Mgmt For For Elect Director Gregory G. Weaver 1.11

Mgmt For For Ratify Ernst & Young as Auditors 2


3








Page 250 of 262



Verizon Communications Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH For Against Assess Feasibility of Cyber Security and Data Privacy as a Performance Measure for Senior Executive Compensation

7


SH For Against Clawback of Incentive Payments 8

Voter Rationale: Substantial restatements should trigger a reassessment and reclamation of performance-based compensation where this has been calculated on inaccurate figures. Also, the board should have the ability to "claw back" from executives that benefited from improper accounting, even if they were not directly responsible due to fraudulent activity or willful misconduct. The board should introduce options to recoup following major regulatory and other significant failings by senior management.

SH For Against Eliminate Above-Market Earnings in Executive Retirement Plans

9

Voter Rationale: While above-market earnings represent a small portion of total executive retirement benefits, it also represents an enhancement to executive benefits that is not available to all employees. Many companies have eliminated this benefit as investors are increasingly scrutinizing supplemental benefits that do not require a link to performance nor provide meaningful retentive value. The practice of paying above-market earnings increases the expense to shareholders and is not considered a best practice.

VICOM Ltd


Meeting Type: Annual Ticker: V01

Primary ISIN: SG1C06012761 Primary SEDOL: 6928377

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction





Mgmt Against For Elect Yang Ban Seng as Director 4

Voter Rationale: For companies without an independent chairman, the board should include at least 50% independent directors to ensure appropriate balance of independence and objectivity. Furthermore, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Shim Phyau Wui, Victor as Director 5

Mgmt For For Elect Seah Lee Kiang, June as Director 6

Mgmt For For Approve Deloitte and Touche LLP as Auditors and Authorize Board to Fix Their Remuneration

7

Page 251 of 262



VICOM Ltd Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Deletion of the Objects Clause of the

Constitution 9

Vistula Group SA


Meeting Type: Annual Ticker: VST

Primary ISIN: PLVSTLA00011 Primary SEDOL: 4922111

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt




Mgmt Receive Management Board Report on Company's and Group's Operations, Financial Statements, and Consolidated Financial

Statements

5


Mgmt For For Approve Management Board Report on Company's Operations and Financial Statements

7


Mgmt For For Approve Management Board Report on Group's Operations and Consolidated Financial Statements

8



Mgmt For For Approve Discharge of Grzegorz Pilch (CEO) 10.1

Mgmt For For Approve Discharge of Mateusz Zmijewski

(Deputy CEO) 10.2

Mgmt For For Approve Discharge of Erwin Bakalarz


Mgmt For For Approve Discharge of Jerzy Mazgaj (Supervisory

Board Chairman) 10.4

Page 252 of 262



Vistula Group SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Michal Mierzejewski


Mgmt For For Approve Discharge of Katarzyna Basiak-Gala


Mgmt For For Approve Discharge of Lukasz Magiera


Mgmt For For Approve Discharge of Artur Malek (Supervisory

Board Member) 10.8

Mgmt For For Approve Discharge of Beata Pawlowska-Czerwinska (Supervisory Board Member)

10.9

Mgmt For For Approve Discharge of Grazyna Sudzinska-Amroziewicz (Supervisory Board Member)

10.10

Mgmt For For Approve Discharge of Ryszard Petru


Mgmt Against For Approve Stock Option Plan via Issuance of Convertible Warrants without Preemptive Rights; Approve Increase in Conditional Share Capital via Issuance of Shares without

Preemptive Rights

11

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.Options should be issued at no less than market price, except for an all-employee plan where the discount should not exceed 20% on a fixed date.

Mgmt For For Fix Number of Supervisory Board Members 12

Mgmt Against For Elect Supervisory Board Members 13



Walmart, Inc.


Meeting Type: Annual Ticker: WMT


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Stephen J. Easterbrook Mgmt For For

Mgmt For For Elect Director Timothy P. Flynn 1b

Page 253 of 262



Walmart, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Sarah J. Friar 1c

Mgmt For For Elect Director Carla A. Harris 1d

Mgmt For For Elect Director Thomas W. Horton 1e

Mgmt For For Elect Director Marissa A. Mayer 1f

Mgmt For For Elect Director C. Douglas McMillon 1g

Mgmt For For Elect Director Gregory B. Penner 1h

Mgmt For For Elect Director Steven S Reinemund 1i

Mgmt For For Elect Director S. Robson Walton 1j

Mgmt For For Elect Director Steuart L. Walton 1k







SH Against Against Report on Race or Ethnicity Pay Gap 5

Voter Rationale: The company's disclosure of its existing diversity and inclusion practices do not lag its industry peers in reporting on race or ethnicity pay gaps.

Waste Management, Inc.


Meeting Type: Annual Ticker: WM

Primary ISIN: US94106L1098 Primary SEDOL: 2937667

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Bradbury H. Anderson -

Withdrawn Resolution Mgmt

Page 254 of 262



Waste Management, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Frank M. Clark, Jr. 1b

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director James C. Fish, Jr. 1c

Mgmt Against For Elect Director Andres R. Gluski 1d


Mgmt For For Elect Director Patrick W. Gross 1e

Mgmt For For Elect Director Victoria M. Holt 1f

Mgmt For For Elect Director Kathleen M. Mazzarella 1g

Mgmt Against For Elect Director John C. Pope 1h

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 and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition. directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Director Thomas H. Weidemeyer 1i






SH For Against Pro-rata Vesting of Equity Awards 4

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.

Wing On Company International Ltd.



Primary ISIN: BMG970561087 Primary SEDOL: 6972244

Page 255 of 262



Wing On Company International Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Elect Karl C. Kwok as Director 3a

Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders. In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Iain Ferguson Bruce as Director 3b

Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Nicholas James Debnam as Director 3c

Mgmt For For Approve Directors' Fees 3d

Mgmt For For Fix Maximum Number of Directors at 12 and Authorize Board to Appoint Additional Directors

Up to Such Maximum Number

4

Mgmt For For Approve KPMG as Auditor and Authorize Board to Fix Their Remuneration

5

Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

6



Mgmt Against For Authorize Reissuance of Repurchased Shares 8

Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.

World Wrestling Entertainment, Inc.


Meeting Type: Annual Ticker: WWE

Primary ISIN: US98156Q1085 Primary SEDOL: 2503529

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Vincent K. McMahon Mgmt For For

Page 256 of 262



World Wrestling Entertainment, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. Also, 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. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director George A. Barrios 1.2

Mgmt For For Elect Director Michelle D. Wilson 1.3

Mgmt For For Elect Director Stephanie McMahon Levesque 1.4

Mgmt For For Elect Director Paul "Triple H" Levesque 1.5

Mgmt For For Elect Director Stuart U. Goldfarb 1.6

Mgmt For For Elect Director Patricia A. Gottesman 1.7

Mgmt For For Elect Director Laureen Ong 1.8

Mgmt For For Elect Director Robyn W. Peterson 1.9

Mgmt For For Elect Director Frank A. Riddick, III 1.10

Mgmt For For Elect Director Jeffrey R. Speed 1.11




3

Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Wuestenrot & Wuerttembergische AG


Meeting Type: Annual Ticker: WUW


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Reports for Fiscal 2017 (Non-Voting) Mgmt


EUR 0.65 Per Share 2

Page 257 of 262



Wuestenrot & Wuerttembergische AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Management Board for

Fiscal 2017 3

Mgmt For For Approve Discharge of Supervisory Board for

Fiscal 2017 4

Mgmt For For Elect Nadine Gatzert to the Supervisory Board 5


Mgmt Against For Amend Articles Re: Supervisory Board-Related 7


Mgmt Against For Approve Creation of EUR 100 Million Pool of

Capital without Preemptive Rights 8


Mgmt Against For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion; Approve Creation of EUR 240 Million Pool of Capital to Guarantee Conversion Rights

9


Mgmt For For Approve Affiliation Agreements with Subsidiary

W&W brandpool GmbH 10

XLMedia PLC

Meeting Date: 05/23/2018 Country: Jersey

Meeting Type: Annual Ticker: XLM

Primary ISIN: JE00BH6XDL31 Primary SEDOL: BH6XDL3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Yehuda Dahan as Director 2

Mgmt For For Elect Jonas Martensson as Director 3

Mgmt Against For Re-elect Amit Ben Yehuda as Director 4

Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Ratify Kost Forer Gabbay & Kasierer as Auditors 5

Page 258 of 262



XLMedia PLC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Rights 7

Mgmt For For Amend 2013 Global Share Incentive Plan 8


Rights 9


XP Power Ltd


Meeting Type: Annual Ticker: XPP

Primary ISIN: SG9999003735 Primary SEDOL: B1RMWL0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt For For Re-elect Duncan Penny as Director 3

Mgmt For For Re-elect Polly Williams as Director 4

Mgmt For For Re-elect Peter Bucher as Director 5

Mgmt For For Elect Gavin Griggs as Director 6

Mgmt For For Re-elect James Peters as Director 7

Mgmt For For Re-elect Terence Twigger as Director 8

Mgmt For For Re-elect Michael Laver as Director 9

Mgmt For For Re-elect Andy Sng as Director 10

Mgmt For For Reappoint PricewaterhouseCoopers LLP as Auditors

11



Mgmt For For Approve Increase in Borrowing Limits 14


15

Page 259 of 262



XP Power Ltd Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Rights 16


Yaizu Suisankagaku Industry Co.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Yamada, Jun Mgmt For Against


Mgmt Against For Elect Director Ishikawa, Mariko 1.2


Mgmt Against For Elect Director Tanaka, Katsuhiro 1.3


Mgmt Against For Elect Director Uchiyama, Takehiko 1.4


Mgmt Against For Elect Director Yamashita, Atsushi 1.5


Mgmt Against For Elect Director Takato, Tadaharu 1.6


Mgmt Against For Approve Takeover Defense Plan (Poison Pill) 2

Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.

Page 260 of 262



Yeni Gimat Gayrimenkul Yatirim Ortakligi AS

Meeting Date: 04/08/2018 Country: Turkey

Meeting Type: Annual Ticker: YGGYO

Primary ISIN: TREYGMI00012 Primary SEDOL: BD3CV33

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Open Meeting and Elect Presiding Council of Meeting

1

Mgmt For For Authorize Presiding Council to Sign Minutes of Meeting

2

Mgmt For For Accept Statutory Reports 3


Mgmt For For Accept Financial Statements 4

Mgmt For For Approve Discharge of Board 5

Mgmt Against For Amend Article 6 Re: Capital Related 6

Voter Rationale: Any increase in capital greater than 50% of the issued share capital with pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company.

Mgmt Against For Ratify External Auditors 7


Mgmt Receive Information on Rents Reductions in

2017 8

Mgmt Against For Approve Upper Limit of Donations for 2018 and

Receive Information on Donations Made in 2017 9


Mgmt Receive Information on Related Party

Transactions 10


Mgmt For For Grant Permission for Board Members to Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose

12



Mgmt Wishes 14

Page 261 of 262



Zegona Communications plc


Meeting Type: Annual Ticker: ZEG

Primary ISIN: GB00BVGBY890 Primary SEDOL: BVGBY89

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt Against For Re-elect Eamonn O'Hare as Director 3

Mgmt For For Re-elect Robert Samuelson as Director 4

Mgmt Against For Re-elect Mark Watts as Director 5

Mgmt For For Re-elect Murray Scott as Director 6

Mgmt For For Re-elect Richard Williams as Director 7

Mgmt For For Re-elect Ashley Martin as Director 8



Mgmt For For Approve Interim Dividend 11


12


13



14


Page 262 of 262

Time & Life Building

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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.