vote summary report - schroders · tejas networks limited . meeting date: 01/03/2020 . country:...

Voting January 2020

Schroders is required to publish records of voting in order to achieve compliance with the UK Stewardship Code. According, voting in accordance with our house policy is set out on the following pages.

Vote Summary Report

Date range covered: 01/01/2020 to 01/31/2020

Dr. Lal PathLabs Limited Meeting Date: 01/01/2020 Country: India

Meeting Type: Special Ticker: 539524

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Payment of Remuneration to Rahul Sharma as Non-Executive Director

1

Future Retail Limited Meeting Date: 01/01/2020 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Pledging of Assets for Debt For For

Dr. Reddy's Laboratories Limited Meeting Date: 01/02/2020 Country: India

Meeting Type: Court Ticker: 500124

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Scheme of Amalgamation and Arrangement

For For

Dr. Reddy's Laboratories Limited Meeting Date: 01/02/2020 Country: India

Meeting Type: Court Ticker: 500124

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Scheme of Amalgamation and Arrangement

For For

Vote Summary Report


Bharti Airtel Limited Meeting Date: 01/03/2020 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

For For

For For Approve Issuance of Foreign Currency Convertible Bonds and Unsecured/Secured Redeemable Non-Convertible Debentures along with or without Warrants

2

Tejas Networks Limited Meeting Date: 01/03/2020 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Reelect V Balakrishnan as Non-Executive Chairman and Independent Director

For For

Winning Health Technology Group Co. Ltd. Meeting Date: 01/03/2020 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Repurchase and Cancellation of 2016 Performance Shares

For For

For For Approve Repurchase and Cancellation of 2019 Performance Shares

2

For For Approve Amendments to Articles of Association 3

For For Amend Rules and Procedures Regarding General Meetings of Shareholders

4

For For Amend Detailed Rules for Online Voting of the Shareholders General Meeting

5

Vote Summary Report


Zoomlion Heavy Industry Science and Technology Co., Ltd. Meeting Date: 01/06/2020 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Stock Ownership Plan For For

For For Approve Adoption of the Management Rules of the Stock Ownership Plan

2

For For Authorize Board to Deal With All Matters in Relation to the Stock Ownership Plan

3

For For Approve Amendments to Articles of Association to Expand Business Scope

4

For For Approve Merger by Absorption and Related Transactions

5

For For Approve Provision of a Guarantee by the Company in Favour of Zoomlion Finance and Leasing (Beijing) Co., Ltd. and Related Transactions

6

For For Approve Proposed Registration by the Company for the Issue of Asset-Back Securities and Related Transactions

7

A-Living Services Co., Ltd. Meeting Date: 01/07/2020 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles of Association For For

By-Health Co., Ltd. Meeting Date: 01/07/2020 Country: China


Vote Summary Report


By-Health Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Draft and Summary of Stock Option Incentive Plan

For For

For For Approve Methods to Assess the Performance of Plan Participants

2

For For Approve Authorization of Board to Handle All Related Matters Regarding Stock Option Incentive Plan

3


4

For For Amend Management System for Providing External Guarantees

5

For For Approve External Investment Management System

6


7

For For Amend Shareholders' Meeting Online Voting Regulations

8

For For Amend Rules and Procedures Regarding Meetings of Board of Supervisors

9

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Draft and Summary of Stock Option Incentive Plan

1

For For Approve Methods to Assess the Performance of Plan Participants

2

For For Approve Authorization of Board to Handle All Related Matters Regarding Stock Option Incentive Plan

3


4

For For Amend Management System for Providing External Guarantees

5

For For Approve External Investment Management System

6


7

For For Amend Shareholders' Meeting Online Voting Regulations

8

For For Amend Rules and Procedures Regarding Meetings of Board of Supervisors

9

Vote Summary Report


By-Health Co., Ltd.

Fullshare Holdings Limited Meeting Date: 01/07/2020 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Baker Tilly Hong Kong Limited as Auditor and Authorize Board to Fix Their Remuneration

For For

For For Elect Shen Chen as Director 2

Lindsay Corporation Meeting Date: 01/07/2020 Country: USA

Meeting Type: Annual Ticker: LNN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Michael N. Christodolou For Withhold

Voter Rationale: concerns about board entrenchment compromising independence as Chair of the Audit Committee

Blended Rationale: concerns about board entrenchment compromising independence as Chair of the Audit Committee

For For Elect Director David B. Rayburn 1.2

For For Ratify KPMG LLP as Auditors 2

For For Advisory Vote to Ratify Named Executive Officers' Compensation

3

Trigano SA Meeting Date: 01/07/2020 Country: France

Meeting Type: Annual/Special Ticker: TRI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Financial Statements and Statutory Reports

For For

Vote Summary Report


Trigano SA Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Consolidated Financial Statements and Statutory Reports

2

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

3

For For Approve Allocation of Income and Dividends of EUR 2.00 per Share

4

For For Approve Remuneration of Supervisory Board Members in the Aggregate Amount of EUR 169,000

5

Against For Authorize Repurchase of Up to 9.83 Percent of Issued Share Capital

6

Voter Rationale: Can be used in takeover period.

Blended Rationale: Can be used in takeover period.

For For Approve Compensation of Francois Feuillet, Chairman of the Management Board

7

For For Approve Compensation of Marie-Helene Feuillet, CEO

8

Against For Approve Compensation of Michel Freiche, CEO 9

Voter Rationale: Lack of disclosure.

Blended Rationale: Lack of disclosure.

Against For Approve Compensation of Paolo Bicci, Management Board Member

10



For For Approve Compensation of Alice Cavalier Feuillet, Chairman of the Supervisory Board

11

Against For Approve Remuneration Policy for Chairman of the Management Board

12



Against For Approve Remuneration Policy for CEOs (Management Board Members)

13



Against For Approve Remuneration Policy for Members of the Management Board

14



For For Approve Remuneration Policy for Members of the Supervisory Board

15

Vote Summary Report


Trigano SA Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Authorize Filing of Required Documents/Other Formalities

16

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

17

Acuity Brands, Inc. Meeting Date: 01/08/2020 Country: USA

Meeting Type: Annual Ticker: AYI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director W. Patrick Battle For For

For For Elect Director Peter C. Browning 1b

For For Elect Director G. Douglas Dillard, Jr. 1c

For For Elect Director James H. Hance, Jr. 1d

For For Elect Director Robert F. McCullough 1e

For For Elect Director Vernon J. Nagel 1f

For For Elect Director Dominic J. Pileggi 1g

For For Elect Director Ray M. Robinson 1h

For For Elect Director Mary A. Winston 1i

For For Ratify Ernst & Young LLP as Auditors 2

Against For Advisory Vote to Ratify Named Executive Officers' Compensation

3

Blended Rationale: The minimum vesting period is less than three years.A vote AGAINST this proposal is warranted. While the company demonstrated sufficient responsiveness to last year's low say-on-pay vote result, other concerns are raised for the year in review. The company recently amended the severance agreements with the CEO and CFO, each of which contain a problematic good reason definition provision that provides the executive with severance benefits upon a resignation in connection with the company's bankruptcy or insolvency. In addition, the company also amended the supplemental executive retirement plan to provide the CEO with substantially larger benefits in retirement.

Athabasca Oil Corporation Meeting Date: 01/08/2020 Country: Canada

Meeting Type: Special Ticker: ATH

Vote Summary Report


Athabasca Oil Corporation

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Reduction in Stated Capital For For

Industrial & Commercial Bank of China Limited Meeting Date: 01/08/2020 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Yang Guozhong as Supervisor For For

Industrial & Commercial Bank of China Limited Meeting Date: 01/08/2020 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Yang Guozhong as Supervisor For For

Spotify Technology SA Meeting Date: 01/08/2020 Country: Luxembourg

Meeting Type: Special Ticker: SPOT

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Barry McCarthy as B Director For For

Vote Summary Report


The Greenbrier Companies, Inc. Meeting Date: 01/08/2020 Country: USA

Meeting Type: Annual Ticker: GBX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Wanda F. Felton For For

For For Elect Director Graeme A. Jack 1.2

For For Elect Director David L. Starling 1.3

For For Elect Director Wendy L. Teramoto 1.4


2

Blended Rationale: The minimum vesting period is less than three years.A vote AGAINST this proposal is warranted. Fixed pay and target incentive opportunities increased for all NEOs in FY19, despite short- and long-term shareholder losses, while the EBITDA target in the annual incentive program was again set below prior years' achievements. The proxy disclosed improvements planned for FY20 including the reintroduction of a relative metric and increased proportion of performance-based equity; however, these factors do not sufficiently mitigate pay-for-performance concerns for the year under review.

For For Ratify KPMG LLC as Auditors 3

Axis Bank Limited Meeting Date: 01/09/2020 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Reelect S. Vishvanathan as Director For For

Jagged Peak Energy Inc. Meeting Date: 01/09/2020 Country: USA

Meeting Type: Special Ticker: JAG

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Merger Agreement For For

For For Advisory Vote on Golden Parachutes 2

Vote Summary Report


Parsley Energy, Inc. Meeting Date: 01/09/2020 Country: USA

Meeting Type: Special Ticker: PE

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Issue Shares in Connection with Acquisition For For

Urbi Desarrollos Urbanos SAB de CV Meeting Date: 01/09/2020 Country: Mexico

Meeting Type: Special Ticker: URBI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Reverse Stock Split and Consequently Share Issuance Without Capital Increase

For For

For For Amend Article 6 2

For For Authorize Board to Ratify and Execute Approved Resolutions

3

Urbi Desarrollos Urbanos SAB de CV Meeting Date: 01/09/2020 Country: Mexico

Meeting Type: Special Ticker: URBI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect or Ratify Directors; Verify Independence Classification

For For

For For Elect or Ratify Chairman and Members of Audit and Corporate Practices Committee

2


3

Vote Summary Report


CCR SA Meeting Date: 01/10/2020 Country: Brazil

Meeting Type: Special Ticker: CCRO3

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles For Against

Voter Rationale: Board term being moved to two years

Blended Rationale: Board term being moved to two years

Fortune Real Estate Investment Trust Meeting Date: 01/10/2020 Country: Singapore


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Trust Deed Amendments Relating to the Provisions Applicable to Singapore Property Funds

For For

For For Approve Trust Deed Amendments Relating to the Calculation of the General Mandate Threshold for Non-pro Rata Issue of Units

2

For For Approve Trust Deed Amendments Relating to the Insurance of Investments

3

For For Approve Trustee's Additional Fee and the Proposed Trust Deed Amendments Relating to Trustee's Additional Fee

4

For For Approve Trust Deed Amendments Relating to the Manager's Duties

5

For For Approve Trust Deed Amendments Relating to the Removal of the Manager

6

For For Approve Trust Deed Amendments Relating to Advertisements

7

For For Approve Trust Deed Amendments Relating to the Termination of Fortune REIT

8

For For Approve Trust Deed Amendments Relating to Voting at General Meetings

9

For For Approve Trust Deed Amendments Relating to Maximum Number of Proxies

10

For For Approve Trust Deed Amendments Relating to Conflicting Provision

11

Vote Summary Report


Kangwon Land, Inc. Meeting Date: 01/10/2020 Country: South Korea


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Appoint Moon Tae-gohn as Temporary Chairman of the Board

Against Against

Against Against Approve Remission of Directors' Liabilities 2

Mediaset SpA Meeting Date: 01/10/2020 Country: Italy

Meeting Type: Special Ticker: MS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Bylaws of MFE - MEDIAFOREUROPE NV and the Terms and Conditions of the Special Voting Shares after Cross-Border Merger of Mediaset SpA and Mediaset Espana Comunicacion SA with and into Mediaset Investment NV

For Against

Voter Rationale: Would lead to a decrease in minority shareholder rights.

Blended Rationale: Would lead to a decrease in minority shareholder rights.

Orange Life Insurance Ltd. Meeting Date: 01/10/2020 Country: South Korea


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Share Exchange Agreement For For

Shenzhen Salubris Pharmaceuticals Co., Ltd. Meeting Date: 01/10/2020 Country: China


Vote Summary Report


Shenzhen Salubris Pharmaceuticals Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Ye Chenghai as Non-independent Director For For

For For Elect Kevin Sing Ye as Non-independent Director 1.2

For For Elect Yan Jie as Non-independent Director 1.3

For For Elect Ye Yuyun as Non-independent Director 1.4

For For Elect Wen Zhongyi as Non-independent Director 1.5

For For Elect Yang Jianfeng as Non-independent Director

1.6

For For Elect He Suying as Independent Director 2.1

For For Elect Liu Laiping as Independent Director 2.2

For For Elect Zhang Meng as Independent Director 2.3

For For Elect Li Aizhen as Supervisor 3.1

For For Elect Tang Ji as Supervisor 3.2

For For Approve Allowance of Independent Directors 4

Canal de Isabel II Gestion SA Meeting Date: 01/13/2020 Country: Spain

Meeting Type: Bondholder Ticker: N/A

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Update by the Issuer of the Event of Default of Bonds in Accordance to Clause 11.11 of the Base Prospectus Registered in CNMV

For For

For For Approve Request for Consent to Bondholders to Exclude Triple A from Barranquilla as a Relevant Subsidiary After Explanation of the Issuer

2

For For Allow Questions 3


4

For For Approve Minutes of Meeting 5

Vote Summary Report


Cholamandalam Investment and Finance Company Limited Meeting Date: 01/13/2020 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

For Against

Voter Rationale: Lacks Preemptive Rights

Blended Rationale: Lacks Preemptive Rights

Frasers Centrepoint Trust Meeting Date: 01/13/2020 Country: Singapore

Meeting Type: Annual Ticker: J69U

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Adopt Report of the Trustee, Statement by the Manager, and Audited Financial Statements

For For

For For Approve KPMG LLP as Auditors and Authorize the Manager to Fix Their Remuneration

2

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

3

Voter Rationale: More than 10% of issued capital being offered without preemptive rights

Blended Rationale: More than 10% of issued capital being offered without preemptive rights

Guangzhou Baiyunshan Pharmaceutical Holdings Co., Ltd. Meeting Date: 01/13/2020 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Rules and Procedures Regarding Meetings of Board of Directors

For For

For For Approve to Appoint Auditor 2

Vote Summary Report


Guangzhou Baiyunshan Pharmaceutical Holdings Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve to Appoint Internal Auditor 3


For For Elect Yang Jun as Director and Authorize Board to Fix His Remuneration

5.1

For For Elect Cheng Jinyuan as Supervisor and Authorize Board to Fix His Remuneration

6.1

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Amend Rules and Procedures Regarding Meetings of Board of Directors

1

For For Approve to Appoint Auditor 2

For For Approve to Appoint Internal Auditor 3


For For Elect Yang Jun as Director and Authorize Board to Fix His Remuneration

5.1

For For Elect Cheng Jinyuan as Supervisor and Authorize Board to Fix His Remuneration

6.1

SRC Energy Inc. Meeting Date: 01/13/2020 Country: USA

Meeting Type: Special Ticker: SRCI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



For For Adjourn Meeting 3

Adyen NV Meeting Date: 01/14/2020 Country: Netherlands

Meeting Type: Special Ticker: ADYEN

Vote Summary Report


Adyen NV

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Elect Joep van Beurden to Supervisory Board For For

Apogee Enterprises, Inc. Meeting Date: 01/14/2020 Country: USA

Meeting Type: Annual Ticker: APOG

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Christina M. Alvord For For

For For Elect Director Frank G. Heard 1.2

For For Elect Director Elizabeth M. Lilly 1.3

For For Elect Director Mark A. Pompa 1.4


2

For For Approve Omnibus Stock Plan 3

For For Approve Non-Employee Director Omnibus Stock Plan

4

For For Adopt Majority Voting for Uncontested Election of Directors

5

For For Reduce Supermajority Vote Requirement for Removal of Directors

6

For For Reduce Supermajority Vote Requirement to Amend Director Removal Provision

7

For For Amend Articles to Eliminate the Anti-Greenmail Provision

8

For For Reduce Supermajority Vote Requirement to Amend the Anti-Greenmail Provision

9

For For Ratify the Jurisdiction of Incorporation as the Exclusive Forum for Certain Disputes

10

For For Ratify Deloitte & Touche LLP as Auditors 11

Encana Corporation Meeting Date: 01/14/2020 Country: Canada

Meeting Type: Special Ticker: ECA

Vote Summary Report


Encana Corporation

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Reorganization Plan For For

Against For Other Business 2

Voter Rationale: proposals which are detrimental to shareholder value may arise without shareholders having the opportunity to make a fully informed vote on the issue.

Blended Rationale: proposals which are detrimental to shareholder value may arise without shareholders having the opportunity to make a fully informed vote on the issue.

Frasers Logistics & Industrial Trust Meeting Date: 01/14/2020 Country: Singapore

Meeting Type: Annual Ticker: BUOU

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Adopt Report of the Trustee, Statement by the Manager, and Audited Financial Statements

For For

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

2


3

Voter Rationale: The issuance limit is above 10% of current share capital.

Blended Rationale: The issuance limit is above 10% of current share capital.

UniFirst Corporation Meeting Date: 01/14/2020 Country: USA

Meeting Type: Annual Ticker: UNF

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Thomas S. Postek For For

For For Elect Director Steven S. Sintros 1.2

Vote Summary Report


UniFirst Corporation Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Withhold For Elect Director Raymond C. Zemlin 1.3

Blended Rationale: The nominee is a non-independent member of the compensation and nomination committee.


China Evergrande Group Meeting Date: 01/15/2020 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Final Dividend and Related Transactions

For For

Cofinimmo SA Meeting Date: 01/15/2020 Country: Belgium

Meeting Type: Special Ticker: COFB

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

A211 Renew Authorization to Increase Share Capital up to 50 Percent of Authorized Capital With Preemptive Rights by Cash Contributions

For For

For For Renew Authorization to Increase Share Capital up to 20 Percent by Distribution of Optional Dividend

A212

For For Renew Authorization to Increase Share Capital up to 10 Percent of Authorized Capital Without Preemptive Rights

A213

For For Amend Articles to 6.2 and 6.4 to Reflect Changes in Capital

A22

For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares

B3

For For Authorize Distribution to Employees And Subsidiaries of a Share of Profits

C4

For For Approve Cancellation of Classes of Shares and Amend Articles 7 and 8

D6

For For Amend Corporate Purpose and Article 3 E8

Vote Summary Report


Cofinimmo SA Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Opt-in to New Belgian Code of Companies and Associations

F9

For For Authorize Implementation of Approved Resolutions and Filing of Required Documents/Formalities at Trade Registry

G10

Cogeco Communications Inc. Meeting Date: 01/15/2020 Country: Canada

Meeting Type: Annual Ticker: CCA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Colleen Abdoulah For For

For For Elect Director Louis Audet 1.2

For For Elect Director James C. Cherry 1.3

For For Elect Director Pippa Dunn 1.4

For For Elect Director Joanne Ferstman 1.5

For For Elect Director Lib Gibson 1.6

For For Elect Director Philippe Jette 1.7

For For Elect Director Bernard Lord 1.8

For For Elect Director David McAusland 1.9

For For Elect Director Carole J. Salomon 1.10

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

2

For For Advisory Vote on Executive Compensation Approach

3

Diploma Plc Meeting Date: 01/15/2020 Country: United Kingdom

Meeting Type: Annual Ticker: DPLM

Vote Summary Report


Diploma Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports

For For

For For Approve Final Dividend 2

For For Re-elect John Nicholas as Director 3

For For Elect Johnny Thomson as Director 4

For For Re-elect Nigel Lingwood as Director 5

For For Re-elect Charles Packshaw as Director 6

For For Re-elect Andy Smith as Director 7

For For Re-elect Anne Thorburn as Director 8

For For Reappoint PricewaterhouseCoopers LLP as Auditors

9

For For Authorise Board to Fix Remuneration of Auditors 10

For For Approve Remuneration Policy 11

For For Approve Remuneration Report 12

For For Approve 2020 Performance Share Plan 13

For For Authorise Issue of Equity 14

For For Authorise Issue of Equity without Pre-emptive Rights

15

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

16

For For Authorise Market Purchase of Ordinary Shares 17

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

18

Frasers Commercial Trust Meeting Date: 01/15/2020 Country: Singapore

Meeting Type: Annual Ticker: ND8U

Vote Summary Report


Frasers Commercial Trust

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Adopt Report of the Trustee, Statement by the Manager, Audited Financial Statements, and Auditors' Report

For For

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

2


3

Voter Rationale: issuance limit is above 10% of current share capital.

Blended Rationale: issuance limit is above 10% of current share capital.

Innophos Holdings, Inc. Meeting Date: 01/15/2020 Country: USA

Meeting Type: Special Ticker: IPHS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction




Invesco Office J-REIT, Inc. Meeting Date: 01/15/2020 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Authorize Public Announcements in Electronic Format - Amend Asset Management Compensation

For For

For For Elect Executive Director Minemura, Yugo 2

For For Elect Alternate Executive Director Nakata, Ryukichi

3

For For Elect Supervisory Director Yoshida, Kohei 4.1

Vote Summary Report


Invesco Office J-REIT, Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Supervisory Director Nihei, Hiroko 4.2

For For Elect Supervisory Director Sumino, Rina 4.3

NetDragon Websoft Holdings Limited Meeting Date: 01/15/2020 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Issuance of Warrants and Allotment and Issuance of Warrant Shares Under Specific Mandate

For For

Northgate Plc Meeting Date: 01/15/2020 Country: United Kingdom

Meeting Type: Special Ticker: NTG

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Matters Relating to the All-Share Merger with Redde plc

For For

For For Approve Change of Company Name to Redde Northgate plc

2

For For Approve Northgate plc Value Creation Plan 3

For For Amend the Remuneration Policy 4

Redde Plc Meeting Date: 01/15/2020 Country: United Kingdom

Meeting Type: Court Ticker: REDD

Vote Summary Report


Redde Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Scheme of Arrangement For For

Redde Plc Meeting Date: 01/15/2020 Country: United Kingdom

Meeting Type: Special Ticker: REDD

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Matters Relating to the All-Share Merger with Northgate plc

For For

RM2 International SA Meeting Date: 01/15/2020 Country: Luxembourg

Meeting Type: Special Ticker: RM2

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Cancellation of Admission of Shares Trading on AIM Market of London Stock Exchange

For Abstain

Voter Rationale: As a new investment an abstain appears an appropriate vote which we will then follow up with company engagement.

Blended Rationale: As a new investment an abstain appears an appropriate vote which we will then follow up with company engagement.

For For Elect Charles Duro as Director 2

S.N.G.N. Romgaz S.A Meeting Date: 01/15/2020 Country: Romania

Meeting Type: Special Ticker: SNG

Vote Summary Report


S.N.G.N. Romgaz S.A

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Renew Credit Line from BCR For For

For For Reduce Limit of Bank Guarantee Facilities from BCR to USD 60 Million

1.2

For For Empower Representatives to Complete Formalities Pursuant to Renewed Credit Line Above

1.3

For For Empower Representatives to Sign Guarantee Letters Above

1.4


2

S.N.G.N. Romgaz S.A Meeting Date: 01/15/2020 Country: Romania

Meeting Type: Special Ticker: SNG

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Increase in Capital of Depogaz Ploiesti SRL

None Against

Against None Empower Board to Issue Shares for Capital Increase of Depogaz Ploiesti SRL Above

2

Against None Empower Board to Complete Formalities Pursuant to Capital Increase of Depogaz Ploiesti SRL Above

3

For For Amend Bylaws of Depogaz Ploiesti SRL Re: Corporate Purpose

4

For For Amend Bylaws of Depogaz Ploiesti SRL Re: Company's Scope of Activities

5


6

For For Authorize Chairman to Sign Approved Resolutions

7

Studio Retail Group Plc Meeting Date: 01/15/2020 Country: United Kingdom

Meeting Type: Special Ticker: STU

Vote Summary Report


Studio Retail Group Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Disposal of Findel Education Limited For For

Zhejiang Weixing New Building Materials Co., Ltd. Meeting Date: 01/15/2020 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Transfer of Assets to Wholly-owned Subsidiary

For For

For For Elect Jin Hongyang as Non-Independent Director

2.1

For For Elect Zhang Kapeng as Non-Independent Director

2.2

For For Elect Zhang Sanyun as Non-Independent Director

2.3

For For Elect Xie Jinkun as Non-Independent Director 2.4

For For Elect Feng Jifu as Non-Independent Director 2.5

For For Elect Xu Youzhi as Non-Independent Director 2.6

For For Elect Song Yihu as Independent Director 3.1

For For Elect Zheng Lijun as Independent Director 3.2

For For Elect Zhu Xiehe as Independent Director 3.3

For For Elect Chen Guogui as Supervisor 4.1

For For Elect Fang Saijian as Supervisor 4.2

Evolution Gaming Group AB Meeting Date: 01/16/2020 Country: Sweden

Meeting Type: Special Ticker: EVO

Vote Summary Report


Evolution Gaming Group AB

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Elect Chairman of Meeting For For

For For Prepare and Approve List of Shareholders 3

For For Approve Agenda of Meeting 4

For For Designate Inspector(s) of Minutes of Meeting 5

For For Acknowledge Proper Convening of Meeting 6

For For Approve Warrant Plan for Key Employees; Approve Issuance of 5 Million Warrants to Guarantee Conversion Rights; Approve Transfer of Warrants to Participants

7

For For Approve Issuance of Shares up to 10 Per Cent of Share Capital without Preemptive Rights

8

Jason Furniture (Hangzhou) Co., Ltd. Meeting Date: 01/16/2020 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Extension of Resolution Validity Period of Convertible Bond Issuance

For For

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Extension of Resolution Validity Period of Convertible Bond Issuance

1

Jiangsu Hengrui Medicine Co., Ltd. Meeting Date: 01/16/2020 Country: China


Vote Summary Report


Jiangsu Hengrui Medicine Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Sun Piaoyang as Non-Independent Director

For For

For For Elect Zhou Yunshu as Non-Independent Director 1.2

For For Elect Zhang Lianshan as Non-Independent Director

1.3

For For Elect Sun Jieping as Non-Independent Director 1.4

For For Elect Dai Hongbin as Non-Independent Director 1.5

For For Elect Guo Congzhao as Non-Independent Director

1.6

For For Elect Li Yuanchao as Independent Director 1.7

For For Elect Wang Qian as Independent Director 1.8

For For Elect Xue Shuang as Independent Director 1.9

For For Elect Dong Wei as Supervisor 2.1

For For Elect Xiong Guoqiang as Supervisor 2.2

For For Approve Repurchase and Cancellation of Shares 3

Micron Technology, Inc. Meeting Date: 01/16/2020 Country: USA

Meeting Type: Annual Ticker: MU

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Robert L. Bailey For For

For For Elect Director Richard M. Beyer 1.2

For For Elect Director Steven J. Gomo 1.3

For For Elect Director Mary Pat McCarthy 1.4

For For Elect Director Sanjay Mehrotra 1.5

For For Elect Director Robert E. Switz 1.6

For For Elect Director MaryAnn Wright 1.7

Vote Summary Report


Micron Technology, Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


2

Blended Rationale: The minimum vesting period is less than three years.

For For Ratify PricewaterhouseCoopers LLP as Auditors 3

Tingyi (Cayman Islands) Holding Corp. Meeting Date: 01/16/2020 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Supply Agreement, Relevant Annual Caps and Related Transactions

For For

TravelSky Technology Limited Meeting Date: 01/16/2020 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Phase II H Share Appreciation Rights Scheme and Related Transactions

For Against

Voter Rationale: lack of specification of performance conditions attached.

Blended Rationale: lack of specification of performance conditions attached.

China Traditional Chinese Medicine Holdings Co. Limited Meeting Date: 01/17/2020 Country: Hong Kong


Vote Summary Report


China Traditional Chinese Medicine Holdings Co. Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve New Master Purchase Agreement, Annual Caps and Related Transactions

For For

For For Approve New Master Supply Agreement, Annual Caps and Related Transactions

2

Shenzhen Airport Co., Ltd. Meeting Date: 01/17/2020 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Related Party Transaction on Entrusted Management of Information Business

For For

For For Approve Cooperation on International Transit General Cargo Operation Business

2

For For Approve Provision of Financial Assistance of Controlling Shareholder to Company

3

Byron Energy Limited Meeting Date: 01/20/2020 Country: Australia

Meeting Type: Special Ticker: BYE

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Issuance of Shares to Paul Young For For

For For Approve Issuance of Shares to Douglas Battersby

2

For For Ratify Past Issuance of Shares to Sophisticated and Professional Investors

3

Vote Summary Report


European Specialist Invt. Funds - Total Return Credit Invt. Meeting Date: 01/20/2020 Country: Luxembourg

Meeting Type: Special Ticker: W8WQ2J.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Article 17 Re: Delegation of Power For For

For For Amend Article 1 Re: Name 2

For For Amend Article 5.1 Re: Share Capital - Classes of Shares

3

For For Amend Article 24.6 Re: General Meetings of Shareholders of a Class or of Classes of Shares

4

For For Amend Article 31 Re: Amendments to the Articles

5

For For Amend Article 33 Re: Applicable Law 6

For For Confirmation of the Appointment of Laurence Mumford as Director

1

Kuwait Finance House KSC Meeting Date: 01/20/2020 Country: Kuwait

Meeting Type: Special Ticker: KFH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Shariah Supervisory Board Report Re: Acquisition of Ahli United Bank

For For

For For Approve Board Report Re: Acquisition of Ahli United Bank

2

For For Approve Assessment Report Prepared by Independent Advisors Credit Suisse and HSBC

3

For For Approve In-Kind Assets Assessment Report by CMA Approved Appraiser for the Purpose of Capital Increase

4

For For Approve Listing of Shares on Bourse Bahrain 5

Kuwait Finance House KSC Meeting Date: 01/20/2020 Country: Kuwait

Meeting Type: Special Ticker: KFH

Vote Summary Report


Kuwait Finance House KSC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Technical Opinion Prepared by Goldman Sachs on the Exchange Ratio

For For

For For Approve Acquisition of Ahli United Bank 2

For For Approve Issue Shares in Connection with Acquisition

3

For For Amend Article 8 to Reflect Changes in Capital 4

For For Amend Article 16 of Bylaws Re: Board Composition, Election and Term

5

For For Amend Article 17 of Bylaws Re: Director Membership Qualification

6


7

Mapletree North Asia Commercial Trust Meeting Date: 01/20/2020 Country: Singapore

Meeting Type: Special Ticker: RW0U

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Acquisitions of Two Office Properties in Greater Tokyo

For For

For For Approve Issuance of Transaction Units to Suffolk Assets Pte. Ltd.

2

For For Approve Whitewash Resolution 3

Jumbo SA Meeting Date: 01/21/2020 Country: Greece

Meeting Type: Special Ticker: BELA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Special Dividend For For

Vote Summary Report


Mitchells & Butlers Plc Meeting Date: 01/21/2020 Country: United Kingdom

Meeting Type: Annual Ticker: MAB

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Jane Moriarty as Director 3

For For Elect Susan Murray as Director 4

For For Re-elect Keith Browne as Director 5

For For Re-elect Dave Coplin as Director 6

For For Re-elect Eddie Irwin as Director 7

For For Re-elect Bob Ivell as Director 8

For For Re-elect Tim Jones as Director 9

For For Re-elect Josh Levy as Director 10

For For Re-elect Ron Robson as Director 11

For For Re-elect Colin Rutherford as Director 12

For For Re-elect Phil Urban as Director 13

For For Re-elect Imelda Walsh as Director 14

For For Reappoint Deloitte LLP as Auditors 15


For For Authorise EU Political Donations and Expenditure

17


18

PT Perusahaan Gas Negara Tbk Meeting Date: 01/21/2020 Country: Indonesia

Meeting Type: Special Ticker: PGAS

Vote Summary Report


PT Perusahaan Gas Negara Tbk

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Changes in Board of Commissioners None Against

Australian Pharmaceutical Industries Limited Meeting Date: 01/22/2020 Country: Australia

Meeting Type: Annual Ticker: API

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Approve Remuneration Report For Against

Voter Rationale: Bottom Quartile Adjusted NTA growth over 5 years

Blended Rationale: Bottom Quartile Adjusted NTA growth over 5 years

For For Elect Kenneth W Gunderson-Briggs as Director 3

For For Approve Grant of Performance Rights to Richard Vincent

4

Costco Wholesale Corporation Meeting Date: 01/22/2020 Country: USA

Meeting Type: Annual Ticker: COST

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Susan L. Decker For For

For For Elect Director Richard A. Galanti 1.2

For For Elect Director Sally Jewell 1.3

For For Elect Director Charles T. Munger 1.4



3

Voter Rationale: Minimum vesting period is less than 3 years

Blended Rationale: Minimum vesting period is less than 3 years

Vote Summary Report


Costco Wholesale Corporation Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Amend Articles of Incorporation to Provide Directors May Be Removed With or Without Cause

4

Against Against Disclose Board Diversity and Qualifications Matrix

5

D.R. Horton, Inc. Meeting Date: 01/22/2020 Country: USA

Meeting Type: Annual Ticker: DHI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Donald R. Horton For For

For For Elect Director Barbara K. Allen 1b

For For Elect Director Brad S. Anderson 1c

For For Elect Director Michael R. Buchanan 1d

For For Elect Director Michael W. Hewatt 1e

For For Elect Director Maribess L. Miller 1f


2


Luye Pharma Group Ltd. Meeting Date: 01/22/2020 Country: Bermuda


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Sale and Purchase Agreement and Related Transactions

For For

Vote Summary Report


Northern Star Resources Limited Meeting Date: 01/22/2020 Country: Australia

Meeting Type: Special Ticker: NST

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Ratify Past Issuance of Shares to Sophisticated and Professional Investors

For For

For For Approve Issuance of Shares to Bill Beament 2

For For Approve Issuance of Shares to Mary Hackett 3

For For Approve Issuance of Shares to Christopher Rowe

4

For For Approve Financial Assistance by Kalgoorlie Lake View Pty Ltd

5

Nuance Communications, Inc. Meeting Date: 01/22/2020 Country: USA

Meeting Type: Annual Ticker: NUAN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Mark D. Benjamin For For

For For Elect Director Daniel Brennan 1.2

Withhold For Elect Director Lloyd Carney 1.3

Voter Rationale: Considered overboarded.

Blended Rationale: Considered overboarded.

For For Elect Director Thomas Ebling 1.4

For For Elect Director Robert Finocchio, Jr. 1.5

For For Elect Director Laura S. Kaiser 1.6

For For Elect Director Michal Katz 1.7

For For Elect Director Mark Laret 1.8

For For Elect Director Sanjay Vaswani 1.9

For For Approve Omnibus Stock Plan 2


3

For For Ratify BDO USA, LLP as Auditors 4

Vote Summary Report


Nuance Communications, Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For Against Require Independent Board Chairman 5

Voter Rationale: Whilst reassured by the separated chair/CEO role, independence of the chair and assurance to appoint a lead independent director in the event that the latter changes, a vote 'for' is warranted as this proposal is not overly prescriptive and gives the board discretion to phase in the implementation of the proposed policy.

Blended Rationale: Whilst reassured by the separated chair/CEO role, independence of the chair and assurance to appoint a lead independent director in the event that the latter changes, a vote 'for' is warranted as this proposal is not overly prescriptive and gives the board discretion to phase in the implementation of the proposed policy.

Tracsis Plc Meeting Date: 01/22/2020 Country: United Kingdom

Meeting Type: Annual Ticker: TRCS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reappoint KPMG LLP as Auditors 3


For For Re-elect Maxwell Cawthra as Director 5

For For Re-elect Chris Cole as Director 6

For For Elect Chris Barnes as Director 7




10


WH Smith Plc Meeting Date: 01/22/2020 Country: United Kingdom

Meeting Type: Annual Ticker: SMWH

Vote Summary Report


WH Smith Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Re-elect Suzanne Baxter as Director 4

For For Elect Carl Cowling as Director 5

For For Re-elect Annemarie Durbin as Director 6

For For Elect Simon Emeny as Director 7

For For Re-elect Robert Moorhead as Director 8

For For Re-elect Henry Staunton as Director 9

For For Elect Maurice Thompson as Director 10


11

For For Authorise the Audit Committee to Fix Remuneration of Auditors

12


13



15


16


For For Adopt New Articles of Association 18


19

YiChang HEC ChangJiang Pharmaceutical Co., Ltd. Meeting Date: 01/22/2020 Country: China


Vote Summary Report


YiChang HEC ChangJiang Pharmaceutical Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Sale and Purchase Agreement For For

For For Approve Supplemental Agreement between the Company and Sunshine Lake Pharma

2

Air Products and Chemicals, Inc. Meeting Date: 01/23/2020 Country: USA

Meeting Type: Annual Ticker: APD

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Susan K. Carter For For

For For Elect Director Charles I. Cogut 1b

For For Elect Director Chadwick C. Deaton 1c

For For Elect Director Seifollah (Seifi) Ghasemi 1d

For For Elect Director David H. Y. Ho 1e

For For Elect Director Margaret G. McGlynn 1f

For For Elect Director Edward L. Monser 1g

For For Elect Director Matthew H. Paull 1h


2


Countryside Properties Plc Meeting Date: 01/23/2020 Country: United Kingdom

Meeting Type: Annual Ticker: CSP

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Vote Summary Report


Countryside Properties Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction




For For Elect Simon Townsend as Director 5

For For Elect Iain McPherson as Director 6

For For Re-elect David Howell as Director 7

For For Re-elect Mike Scott as Director 8

For For Re-elect Douglas Hurt as Director 9

For For Re-elect Amanda Burton as Director 10

For For Re-elect Baroness Sally Morgan as Director 11


12


13



15



17


18

DaVita Inc. Meeting Date: 01/23/2020 Country: USA

Meeting Type: Special Ticker: DVA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Omnibus Stock Plan For Against

Blended Rationale: The dilution exceeds 10 percent.The minimum vesting period is less than three years.

Vote Summary Report


Goldman Sachs Trust Meeting Date: 01/23/2020 Country: USA

Meeting Type: Special Ticker: N/A

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Dwight L. Bush For For

For For Elect Director Kathryn A. Cassidy 1.2

For For Elect Director Joaquin Delgado 1.3

For For Elect Director Gregory G. Weaver 1.4

Hyve Group Plc Meeting Date: 01/23/2020 Country: United Kingdom

Meeting Type: Annual Ticker: HYVE

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Against For Re-elect Richard Last as Director 3

Voter Rationale: Over boarded with multiple chairmanships

Blended Rationale: Over boarded with multiple chairmanships

For For Elect Nicholas Backhouse as Director 4

For For Re-elect Sharon Baylay as Director 5

For For Re-elect Andrew Beach as Director 6

For For Re-elect Stephen Puckett as Director 7

For For Re-elect Mark Shashoua as Director 8

For For Appoint BDO LLP as Auditors 9





13

Vote Summary Report


Hyve Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


14



16

For For Approve Cancellation of Share Premium Account 17

Intuit Inc. Meeting Date: 01/23/2020 Country: USA

Meeting Type: Annual Ticker: INTU

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Eve Burton For For

For For Elect Director Scott D. Cook 1b

For For Elect Director Richard L. Dalzell 1c

For For Elect Director Sasan K. Goodarzi 1d

For For Elect Director Deborah Liu 1e

For For Elect Director Suzanne Nora Johnson 1f

For For Elect Director Dennis D. Powell 1g

For For Elect Director Brad D. Smith 1h

For For Elect Director Thomas Szkutak 1i

For For Elect Director Raul Vazquez 1j

For For Elect Director Jeff Weiner 1k


2


Against Against Adopt a Mandatory Arbitration Bylaw 4

Jabil Inc. Meeting Date: 01/23/2020 Country: USA

Meeting Type: Annual Ticker: JBL

Vote Summary Report


Jabil Inc.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Anousheh Ansari For For

For For Elect Director Martha F. Brooks 1.2

For For Elect Director Christopher S. Holland 1.3

For For Elect Director Timothy L. Main 1.4

For For Elect Director Mark T. Mondello 1.5

For For Elect Director John C. Plant 1.6

For For Elect Director Steven A. Raymund 1.7

For For Elect Director Thomas A. Sansone 1.8

For For Elect Director David M. Stout 1.9

For For Elect Director Kathleen A. Walters 1.10



3


Meritor, Inc. Meeting Date: 01/23/2020 Country: USA

Meeting Type: Annual Ticker: MTOR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Steven Beringhause For For

For For Elect Director Rhonda L. Brooks 1.2

For For Elect Director Jeffrey A. Craig 1.3


2


For For Declassify the Board of Directors 4

For For Amend Articles of Incorporation to Allow Shareholders to Amend By-Laws

5

Vote Summary Report


Meritor, Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Approve Omnibus Stock Plan 6


Sibanye-Stillwater Ltd. Meeting Date: 01/23/2020 Country: South Africa

Meeting Type: Court Ticker: SGL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Acquisition of the Scheme Shares by Sibanye-Stillwater

For For

For For Approve Revocation of Special Resolution Number 1 if the Scheme Does Not Become Unconditional and is Not Continued

2

For For Authorise Ratification of Approved Resolutions 1

Sibanye-Stillwater Ltd. Meeting Date: 01/23/2020 Country: South Africa

Meeting Type: Court Ticker: SGL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Acquisition of the Scheme Shares by Sibanye-Stillwater

For For

For For Approve Revocation of Special Resolution Number 1 if the Scheme Does Not Become Unconditional and is Not Continued

2


Allianz Global Investors Fund - China A-share Meeting Date: 01/24/2020 Country: Luxembourg

Meeting Type: Annual Ticker: B2VSDD.F

Vote Summary Report


Allianz Global Investors Fund - China A-share

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive and Approve Board's and Auditor's Reports, Approve Financial Statements and Allocation of Income

For For

For For Approve Discharge of Directors 2

For For Elect Beatrix Anton-Groenemeyer and Gerda Hermann as Directors

3

For For Re-elect Oliver Drissen, Hanna Duer, William Lucken, Markus Nilles and Dirk Raab as Directors

4

For For Renew Appointment of PricewaterhouseCoopers as Auditor

5

Against For Transact Other Business (Voting) 6

Voter Rationale: Other business not disclosed.

Blended Rationale: Other business not disclosed.

ams AG Meeting Date: 01/24/2020 Country: Austria

Meeting Type: Special Ticker: AMS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Creation of EUR 1.7 Billion Pool of Capital with Preemptive Rights

For For

Marston's Plc Meeting Date: 01/24/2020 Country: United Kingdom

Meeting Type: Annual Ticker: MARS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Vote Summary Report


Marston's Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



For For Elect Bridget Lea as Director 5

For For Elect Octavia Morley as Director 6

For For Re-elect Andrew Andrea as Director 7

For For Re-elect Carolyn Bradley as Director 8

For For Re-elect Ralph Findlay as Director 9

For For Re-elect Matthew Roberts as Director 10

For For Re-elect William Rucker as Director 11

For For Appoint KPMG LLP as Auditors 12


13



15



17

PhosAgro PJSC Meeting Date: 01/24/2020 Country: Russia

Meeting Type: Special Ticker: PHOR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Dividends of RUB 48 per Share For For

Reinet Investments SCA Meeting Date: 01/24/2020 Country: Luxembourg

Meeting Type: Special Ticker: RNI

Vote Summary Report


Reinet Investments SCA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Investment Guidelines For For

For For Approve Removal of Limits on Illiquid Securities 2

Ssga (lux) Sicav - Global Treasury Bond Index Fund Meeting Date: 01/24/2020 Country: Luxembourg

Meeting Type: Special Ticker: LBJMC6.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Vanessa Donegan as Director For For

Hi-Lex Corp. Meeting Date: 01/25/2020 Country: Japan

Meeting Type: Annual Ticker: 7279

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 26.5

For Against

Voter Rationale: Lack of progress on the balance sheet - ongoing engagement with the company

Blended Rationale: Lack of progress on the balance sheet - ongoing engagement with the company

For For Elect Director Teraura, Makoto 2.1

For For Elect Director Nakano, Mitsuhiro 2.2

For For Elect Director Teraura, Taro 2.3

For For Elect Director Hirai, Shoichi 2.4

For For Elect Director Masaki, Yasuko 2.5

For For Elect Director Kato, Toru 2.6

For For Elect Director Akanishi, Yoshifumi 2.7

For For Appoint Statutory Auditor Matsumoto, Koichi 3.1

Vote Summary Report


Hi-Lex Corp. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Appoint Statutory Auditor Yoshitake, Hideyuki 3.2

For For Appoint Statutory Auditor Kobayashi, Satoshi 3.3

For For Appoint Statutory Auditor Ota, Katsumi 3.4

For For Approve Annual Bonus 4

Against For Approve Takeover Defense Plan (Poison Pill) 5

Voter Rationale: Poison pill not in shareholders best interests.

Blended Rationale: Poison pill not in shareholders best interests.

Kenedix Office Investment Corp. Meeting Date: 01/27/2020 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Amend Asset Management Compensation

For For

For For Elect Executive Director Takeda, Jiro 2

For For Elect Alternate Executive Director Momoi, Hiroaki

3

For For Elect Supervisory Director Toba, Shiro 4.1

For For Elect Supervisory Director Morishima, Yoshihiro 4.2

For For Elect Supervisory Director Seki, Takahiro 4.3

Ribbon Communications Inc. Meeting Date: 01/27/2020 Country: USA

Meeting Type: Special Ticker: RBBN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Issue Shares in Connection with Merger For Against

Vote Summary Report


Ribbon Communications Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Voter Rationale: The financial stability of the company is not considered great and the acquisition is expected to further deteriorate it’s financial stability. Furthermore, Ribbon Communications price has decreased significantly since news regarding the acquisition and as such market is not considering it being a good move, leaving an optional upside should this deal not go through.

Blended Rationale: The financial stability of the company is not considered great and the acquisition is expected to further deteriorate it’s financial stability. Furthermore, Ribbon Communications price has decreased significantly since news regarding the acquisition and as such market is not considering it being a good move, leaving an optional upside should this deal not go through.


Actuant Corporation Meeting Date: 01/28/2020 Country: USA

Meeting Type: Annual Ticker: EPAC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Alfredo Altavilla For For

For For Elect Director Judy L. Altmaier 1.2

For For Elect Director Randal W. Baker 1.3

For For Elect Director J. Palmer Clarkson 1.4

For For Elect Director Danny L. Cunningham 1.5

For For Elect Director E. James Ferland 1.6

For For Elect Director Richard D. Holder 1.7

For For Elect Director Sidney S. Simmons 1.8

For For Ratify PricewaterhouseCoopers LLP as Auditors 2


3

Blended Rationale: Minimum vesting period is less than 3 years

For For Change Company Name to Enerpac Tool Group Corp.

4

Becton, Dickinson and Company Meeting Date: 01/28/2020 Country: USA

Meeting Type: Annual Ticker: BDX

Vote Summary Report


Becton, Dickinson and Company

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Catherine M. Burzik For For

For For Elect Director R. Andrew Eckert 1.2

For For Elect Director Vincent A. Forlenza 1.3

For For Elect Director Claire M. Fraser 1.4

For For Elect Director Jeffrey W. Henderson 1.5

For For Elect Director Christopher Jones 1.6

For For Elect Director Marshall O. Larsen 1.7

For For Elect Director David F. Melcher 1.8

For For Elect Director Thomas E. Polen 1.9

For For Elect Director Claire Pomeroy 1.10

For For Elect Director Rebecca W. Rimel 1.11

For For Elect Director Timothy M. Ring 1.12

For For Elect Director Bertram L. Scott 1.13



3

Voter Rationale: The long-term incentive program continues to focus on time-vesting equity vehicles

Blended Rationale: The long-term incentive program continues to focus on time-vesting equity vehicles

For For Amend Omnibus Stock Plan 4


For Against Reduce Ownership Threshold for Shareholders to Call Special Meeting

6

Voter Rationale: enhance shareholders' existing rights

Blended Rationale: enhance shareholders' existing rights

Detour Gold Corporation Meeting Date: 01/28/2020 Country: Canada

Meeting Type: Special Ticker: DGC

Vote Summary Report


Detour Gold Corporation

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Acquisition by Kirkland Lake Gold Ltd. For For

Euromoney Institutional Investor Plc Meeting Date: 01/28/2020 Country: United Kingdom

Meeting Type: Annual Ticker: ERM

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Elect Leslie Van de Walle as Director 4

For For Elect Tim Pennington as Director 5

For For Re-elect Jan Babiak as Director 6

For For Re-elect Colin Day as Director 7

For For Re-elect Imogen Joss as Director 8

For For Re-elect Wendy Pallot as Director 9

For For Re-elect Andrew Rashbass as Director 10

For For Re-elect Lorna Tilbian as Director 11


12

For For Authorise the Audit and Risk Committee to Fix Remuneration of Auditors

13



15


16


For For Amend the Borrowing Limit Under the Company's Articles of Association

18

Vote Summary Report


Euromoney Institutional Investor Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Amend Articles of Association 19


20

Greencore Group Plc Meeting Date: 01/28/2020 Country: Ireland

Meeting Type: Annual Ticker: GNC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports and Review the Company's Affairs

For For


Against For Approve Remuneration Report 3

Voter Rationale: Excessive pension with no plans to reduce.

Blended Rationale: Excessive pension with no plans to reduce.

Against For Approve Remuneration Policy 4

Voter Rationale: Excessive pension with no plans to reduce.

Blended Rationale: Excessive pension with no plans to reduce.

For For Re-elect Gary Kennedy as Director 5a

For For Re-elect Patrick Coveney as Director 5b

For For Re-elect Eoin Tonge as Director 5c

For For Re-elect Sly Bailey as Director 5d

For For Re-elect Heather Ann McSharry as Director 5e

For For Re-elect Helen Rose as Director 5f

For For Re-elect John Warren as Director 5g

For For Ratify Deloitte Ireland LLP as Auditors 6




9

For For Authorise Market Purchase of Shares 10

Vote Summary Report


Greencore Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Authorise the Re-allotment of Treasury Shares 11

Hormel Foods Corporation Meeting Date: 01/28/2020 Country: USA

Meeting Type: Annual Ticker: HRL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Prama Bhatt For For

For For Elect Director Gary C. Bhojwani 1b

For For Elect Director Terrell K. Crews 1c

For For Elect Director Stephen M. Lacy 1d

For For Elect Director Elsa A. Murano 1e

For For Elect Director Susan K. Nestegard 1f

For For Elect Director William A. Newlands 1g

For For Elect Director Dakota A. Pippins 1h

For For Elect Director Christopher J. Policinski 1i

For For Elect Director Jose Luis Prado 1j

For For Elect Director Sally J. Smith 1k

For For Elect Director James P. Snee 1l

For For Elect Director Steven A. White 1m



3


Kanamoto Co., Ltd. Meeting Date: 01/28/2020 Country: Japan


Vote Summary Report


Kanamoto Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Kanamoto, Kanchu For For

For For Elect Director Kanamoto, Tetsuo 1.2

For For Elect Director Narita, Hitoshi 1.3

For For Elect Director Kanamoto, Tatsuo 1.4

For For Elect Director Hirata, Masakazu 1.5

For For Elect Director Isono, Hiroyuki 1.6

For For Elect Director Asano, Yuichi 1.7

For For Elect Director Hashiguchi, Kazunori 1.8

For For Elect Director Naito, Susumu 1.9

For For Elect Director Arita, Eiji 1.10

For For Elect Director Yonekawa, Motoki 1.11

For For Elect Director Tabata, Ayako 1.12

For For Appoint Statutory Auditor Ishiwaka, Yasushi 2

Natoco Co., Ltd. Meeting Date: 01/28/2020 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 22

For For

For For Elect Director Kasuya, Tadaharu 2.1

For For Elect Director Kasuya, Kenji 2.2

For For Elect Director Kasuya, Taichi 2.3

For For Elect Director Yamamoto, Yutaka 2.4

For For Elect Director Ono, Tomihisa 2.5

For For Elect Director Kasuya, Eiji 2.6

For For Elect Director Mizuno, Kazuyoshi 2.7

Vote Summary Report


Natoco Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Elect Director Wakita, Masayoshi 2.8

Blended Rationale: Outside director not classified as independent by ISS AND additional criteria that outsiders with tenures more than 9 years not considered independent

For For Appoint Statutory Auditor Imaeda, Tsuyoshi 3.1

For For Appoint Statutory Auditor Hayashi, Katsuyuki 3.2

Against For Approve Statutory Auditor Retirement Bonus 4

Blended Rationale: Vote against all retirement bonuses on board members with less than 15 year tenure.A vote AGAINST this proposal is warranted because:- The bonus amount is not disclosed.- The payment of bonuses to outsiders is an inappropriate practice.

Visa Inc. Meeting Date: 01/28/2020 Country: USA

Meeting Type: Annual Ticker: V

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Lloyd A. Carney For Against

Blended Rationale: A vote AGAINST Lloyd Carney is warranted for serving on more than three public boards while serving as a CEO of an outside company.

For For Elect Director Mary B. Cranston 1b

For For Elect Director Francisco Javier Fernandez-Carbajal

1c

For For Elect Director Alfred F. Kelly, Jr. 1d

For For Elect Director Ramon L. Laguarta 1e

For For Elect Director John F. Lundgren 1f

For For Elect Director Robert W. Matschullat 1g

For For Elect Director Denise M. Morrison 1h

For For Elect Director Suzanne Nora Johnson 1i

For For Elect Director John A. C. Swainson 1j

For For Elect Director Maynard G. Webb, Jr. 1k


2


Vote Summary Report


Aramark Meeting Date: 01/29/2020 Country: USA

Meeting Type: Annual Ticker: ARMK

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Susan M. Cameron For For

For For Elect Director Greg Creed 1b

For For Elect Director Calvin Darden 1c

For For Elect Director Richard W. Dreiling 1d

For For Elect Director Irene M. Esteves 1e

For For Elect Director Daniel J. Heinrich 1f

For For Elect Director Paul C. Hilal 1g

For For Elect Director Karen M. King 1h

For For Elect Director Stephen I. Sadove 1i

For For Elect Director Arthur B. Winkleblack 1j

For For Elect Director John J. Zillmer 1k



3


For For Permit Shareholders to Call a Special Meeting of Shareholders and Delete Certain Obsolete Provisions

5

CGI Inc. Meeting Date: 01/29/2020 Country: Canada

Meeting Type: Annual Ticker: GIB.A

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Alain Bouchard For For

For For Elect Director Sophie Brochu 1.2

For For Elect Director George A. Cope 1.3

For For Elect Director Paule Dore 1.4

Vote Summary Report


CGI Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Director Richard B. Evans 1.5

For For Elect Director Julie Godin 1.6

For For Elect Director Serge Godin 1.7

For For Elect Director Timothy J. Hearn 1.8

For For Elect Director Andre Imbeau 1.9

For For Elect Director Gilles Labbe 1.10

For For Elect Director Michael B. Pedersen 1.11

For For Elect Director Alison Reed 1.12

For For Elect Director Michael E. Roach 1.13

For For Elect Director George D. Schindler 1.14

For For Elect Director Kathy N. Waller 1.15

For For Elect Director Joakim Westh 1.16

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

2

For Against SP1: Disclosure of Voting Results by Class of Shares

3

Voter Rationale: enhance shareholder rights

Blended Rationale: enhance shareholder rights

H.I.S. Co., Ltd. Meeting Date: 01/29/2020 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Approve Adoption of Holding Company Structure and Transfer of Operations to Wholly Owned Subsidiary

2

For For Amend Articles to Change Company Name - Amend Business Lines - Change Location of Head Office - Amend Provisions on Director Titles

3

For For Elect Director Sawada, Hideo 4.1

Vote Summary Report


H.I.S. Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Director Nakamori, Tatsuya 4.2

For For Elect Director Oda, Masayuki 4.3

For For Elect Director Nakatani, Shigeru 4.4

For For Elect Director Yamanobe, Atsushi 4.5

For For Elect Director Gomi, Mutsumi 4.6

For For Elect Director Yada, Motoshi 4.7

For For Elect Director Sawada, Hidetaka 4.8

For For Elect Director and Audit Committee Member Umeda, Tsunekazu

5.1

For For Elect Director and Audit Committee Member Katsura, Yasuo

5.2

For For Elect Director and Audit Committee Member Sekita, Sonoko

5.3

For For Approve Annual Bonus 6

Life Healthcare Group Holdings Ltd. Meeting Date: 01/29/2020 Country: South Africa

Meeting Type: Annual Ticker: LHC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Appoint Deloitte & Touche (Deloitte) as Auditors of the Company with B Nyembe as the Individual Designated Auditor

For For

For For Re-elect Marian Jacobs as Director 2.1

For For Re-elect Royden Vice as Director 2.2

For For Re-elect Pieter van der Westhuizen as Director 2.3

For For Re-elect Peter Golesworthy as Chairman of the Audit Committee

3.1

For For Re-elect Audrey Mothupi as Member of the Audit Committee

3.2

For For Re-elect Garth Solomon as Member of the Audit Committee

3.3

For For Re-elect Royden Vice as Member of the Audit Committee

3.4

Vote Summary Report


Life Healthcare Group Holdings Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Approve Remuneration Policy 4.1

Voter Rationale: Incentive Scheme offers a free matching cash component.

Blended Rationale: Incentive Scheme offers a free matching cash component.

Against For Approve Remuneration Implementation Report 4.2

Voter Rationale: Poor disclosure

Blended Rationale: Poor disclosure


For For Approve Non-executive Directors' Remuneration 1

For For Approve Financial Assistance in Terms of Sections 44 and 45 of the Companies Act

2

For For Authorise Repurchase of Issued Share Capital 3

Meridian Bioscience, Inc. Meeting Date: 01/29/2020 Country: USA

Meeting Type: Annual Ticker: VIVO

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director James M. Anderson For For

For For Elect Director Dwight E. Ellingwood 1.2

For For Elect Director Jack Kenny 1.3

For For Elect Director John C. McIlwraith 1.4

For For Elect Director David C. Phillips 1.5

For For Elect Director John M. Rice, Jr. 1.6

For For Elect Director Catherine A. Sazdanoff 1.7

For For Elect Director Felicia Williams 1.8

For For Ratify Grant Thornton LLP as Auditors 2


3

Vote Summary Report


MSC Industrial Direct Co., Inc. Meeting Date: 01/29/2020 Country: USA

Meeting Type: Annual Ticker: MSM

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Mitchell Jacobson For For

For For Elect Director Erik Gershwind 1.2

For For Elect Director Jonathan Byrnes 1.3

Withhold For Elect Director Louise Goeser 1.4

Voter Rationale: Chair of the Nomination Committee on a board with concerns about entrenchment

Blended Rationale: Chair of the Nomination Committee on a board with concerns about entrenchment

For For Elect Director Michael Kaufmann 1.5

For For Elect Director Denis Kelly 1.6

For For Elect Director Steven Paladino 1.7

Withhold For Elect Director Philip Peller 1.8

Voter Rationale: Lead Independent Director and extensive tenure

Blended Rationale: Lead Independent Director and extensive tenure



3

Voter Rationale: The majority of the LTIP is not conditioned on the achievement of rigorous performance criteria

Blended Rationale: The majority of the LTIP is not conditioned on the achievement of rigorous performance criteria

Renew Holdings Plc Meeting Date: 01/29/2020 Country: United Kingdom

Meeting Type: Annual Ticker: RNWH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Re-elect Paul Scott as Director 3

For For Elect Shatish Dasani as Director 4

Vote Summary Report


Renew Holdings Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction




7



9


10

Sekisui House Reit, Inc. Meeting Date: 01/29/2020 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Amend Asset Management Compensation

For For

For For Elect Executive Director Inoue, Junichi 2

For For Elect Alternate Executive Director Kida, Atsuhiro 3

For For Elect Supervisory Director Nomura, Shigeru 4.1

For For Elect Supervisory Director Omiya, Tatsushi 4.2

For For Elect Alternate Supervisory Director Yada, Yu 5

Swift Media Limited Meeting Date: 01/29/2020 Country: Australia

Meeting Type: Special Ticker: SW1

Vote Summary Report


Swift Media Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Issuance of Warrants to Pure Asset Management Pty Ltd in Its Capacity as Trustee for The Income and Growth Fund (and/or its Nominees)

For For

Virgin Money UK Plc Meeting Date: 01/29/2020 Country: United Kingdom

Meeting Type: Annual Ticker: VMUK

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Against For Approve Remuneration Report 3

Voter Rationale: Pay for performance misalignment

Blended Rationale: Pay for performance misalignment

For For Re-elect David Bennett as Director 4

For For Re-elect Paul Coby as Director 5

For For Re-elect David Duffy as Director 6

For For Re-elect Geeta Gopalan as Director 7

For For Re-elect Adrian Grace as Director 8

For For Re-elect Fiona MacLeod as Director 9

For For Re-elect Jim Pettigrew as Director 10

For For Re-elect Darren Pope as Director 11

For For Re-elect Teresa Robson-Capps as Director 12

For For Re-elect Ian Smith as Director 13

For For Re-elect Amy Stirling as Director 14

For For Re-elect Tim Wade as Director 15

For For Reappoint Ernst & Young LLP as Auditors 16


17

Vote Summary Report


Virgin Money UK Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



19


20

For For Authorise Issue of Equity in Connection with AT1 Securities

21

For For Authorise Issue of Equity without Pre-emptive Rights in Connection with AT1 Securities

22


For For Authorise Off-Market Purchase of Ordinary Shares

24


25

Accenture plc Meeting Date: 01/30/2020 Country: Ireland

Meeting Type: Annual Ticker: ACN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Director Jaime Ardila For For

For For Elect Director Herbert Hainer 1b

For For Elect Director Nancy McKinstry 1c

For For Elect Director Gilles C. Pelisson 1d

For For Elect Director Paula A. Price 1e

For For Elect Director Venkata (Murthy) Renduchintala 1f

For For Elect Director David Rowland 1g

For For Elect Director Arun Sarin 1h

For For Elect Director Julie Sweet 1i

For For Elect Director Frank K. Tang 1j

For For Elect Director Tracey T. Travis 1k


2

Vote Summary Report


Accenture plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


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

4

For For Authorize Board to Allot and Issue Shares 5

For For Authorize Board to Opt-Out of Statutory Pre-Emption Rights

6

For For Determine Price Range for Reissuance of Treasury Shares

7

Ashland Global Holdings Inc. Meeting Date: 01/30/2020 Country: USA

Meeting Type: Annual Ticker: ASH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Brendan M. Cummins For For

For For Elect Director William G. Dempsey 1.2

For For Elect Director Jay V. Ihlenfeld 1.3

For For Elect Director Susan L. Main 1.4

For For Elect Director Guillermo Novo 1.5

For For Elect Director Jerome A. Peribere 1.6

For For Elect Director Craig A. Rogerson 1.7

For For Elect Director Mark C. Rohr 1.8

For For Elect Director Ricky C. Sandler 1.9

For For Elect Director Janice J. Teal 1.10

For For Elect Director Kathleen Wilson-Thompson 1.11



3

Atkore International Group Inc. Meeting Date: 01/30/2020 Country: USA

Meeting Type: Annual Ticker: ATKR

Vote Summary Report


Atkore International Group Inc.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director Betty R. Johnson For For

For For Elect Director William E. Waltz, Jr. 1B

For For Elect Director A. Mark Zeffiro 1C


2


Against For Approve Omnibus Stock Plan 3

Blended Rationale: The dilution exceeds 10 percent.The minimum vesting period is less than three years.


Avon Rubber Plc Meeting Date: 01/30/2020 Country: United Kingdom

Meeting Type: Annual Ticker: AVON

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Re-elect David Evans as Director 4

For For Re-elect Pim Vervaat as Director 5

For For Re-elect Chloe Ponsonby as Director 6

For For Re-elect Paul McDonald as Director 7

For For Re-elect Nick Keveth as Director 8





12

Vote Summary Report


Avon Rubber Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


13



15

Clicks Group Ltd. Meeting Date: 01/30/2020 Country: South Africa

Meeting Type: Annual Ticker: CLS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports for the Year Ended 31 August 2019

For For

For For Reappoint Ernst & Young Inc as Auditors of the Company with Anthony Cadman as the Individual Registered Auditor

2

For For Re-elect Fatima Abrahams as Director 3

For For Re-elect Martin Rosen as Director 4

For For Re-elect John Bester as Member of the Audit and Risk Committee

5.1

For For Re-elect Fatima Daniels as Member of the Audit and Risk Committee

5.2

For For Re-elect Nonkululeko Gobodo as Member of the Audit and Risk Committee

5.3


For For Approve Remuneration Implementation Report 7


For For Authorise Specific Repurchase of Shares from New Clicks South Africa ProprietaryLimited

9

For For Approve Directors' Fees 10

For For Approve Financial Assistance in Terms of Section 45 of the Companies Act

11

For For Amend Memorandum of Incorporation 12

Vote Summary Report


Danieli & C. Officine Meccaniche SpA Meeting Date: 01/30/2020 Country: Italy

Meeting Type: Special Ticker: DAN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Representative for Holders of Saving Shares; Approve Representative's Remuneration

For For

Hollywood Bowl Group Plc Meeting Date: 01/30/2020 Country: United Kingdom

Meeting Type: Annual Ticker: BOWL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Approve Special Dividend 3



For For Re-elect Nick Backhouse as Director 6

For For Re-elect Peter Boddy as Director 7

For For Re-elect Stephen Burns as Director 8

For For Re-elect Laurence Keen as Director 9

For For Re-elect Ivan Schofield as Director 10

For For Re-elect Claire Tiney as Director 11



13



15


16

Vote Summary Report


Hollywood Bowl Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



18

ICL-Israel Chemicals Ltd. Meeting Date: 01/30/2020 Country: Israel

Meeting Type: Special Ticker: ICL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Framework D&O Liability Insurance Policy to Directors/Officers

For For

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

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

B1

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

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

Kumiai Chemical Industry Co., Ltd. Meeting Date: 01/30/2020 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Vote Summary Report


Kumiai Chemical Industry Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Director Tomita, Kenji 2

For For Appoint Statutory Auditor Nagashima, Satoshi 3.1

For For Appoint Statutory Auditor Suginaka, Hirofumi 3.2

For For Appoint Statutory Auditor Shiratori, Miwako 3.3

For For Appoint Statutory Auditor Taneda, Kohei 3.4

For For Appoint Alternate Statutory Auditor Suzuki, Toshihiro

4

For For Approve Director Retirement Bonus 5

Ohara Inc. Meeting Date: 01/30/2020 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Against For Elect Director Saito, Hirokazu 2.1

Blended Rationale: ROE average is less than 5% over 5 years with no improvements observed AND below 15% board independence

For For Elect Director Nakajima, Takashi 2.2

For For Elect Director Aoki, Tetsuya 2.3

For For Elect Director Goto, Naoyuki 2.4

For For Elect Director Ichimura, Makoto 2.5

For For Elect Director Tokura, Go 2.6

For For Elect Director Uchida, Seiju 2.7

For For Elect Director Nokina, Akira 2.8

For For Appoint Statutory Auditor Harada, Yoshihiro 3.1

For For Appoint Statutory Auditor Takagi, Haruhiko 3.2

For For Appoint Statutory Auditor Nagashima, Kazuhiko 3.3

Vote Summary Report


Park24 Co., Ltd. Meeting Date: 01/30/2020 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Elect Director Nishikawa, Koichi 2.1

For For Elect Director Sasaki, Kenichi 2.2

For For Elect Director Kawakami, Norifumi 2.3

For For Elect Director Kawasaki, Keisuke 2.4

For For Elect Director Yamanaka, Shingo 2.5

For For Elect Director Oura, Yoshimitsu 2.6

For For Elect Director Nagasaka, Takashi 2.7

For For Elect Director and Audit Committee Member Sasakawa, Akifumi

3.1

For For Elect Director and Audit Committee Member Takeda, Tsunekazu

3.2

For For Elect Director and Audit Committee Member Niunoya, Miho

3.3

Sally Beauty Holdings, Inc. Meeting Date: 01/30/2020 Country: USA

Meeting Type: Annual Ticker: SBH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Timothy R. Baer For For

For For Elect Director Christian A. Brickman 1.2

For For Elect Director Marshall E. Eisenberg 1.3

For For Elect Director Diana S. Ferguson 1.4

For For Elect Director Dorlisa K. Flur 1.5

For For Elect Director Linda Heasley 1.6

For For Elect Director Robert R. McMaster 1.7

Vote Summary Report


Sally Beauty Holdings, Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Director John A. Miller 1.8

For For Elect Director P. Kelly Mooney 1.9

For For Elect Director Susan R. Mulder 1.10

For For Elect Director Denise Paulonis 1.11

For For Elect Director Edward W. Rabin 1.12


2

Voter Rationale: The LTIP is not majority performance-conditioned

Blended Rationale: The LTIP is not majority performance-conditioned


Schroder AsiaPacific Fund Plc Meeting Date: 01/30/2020 Country: United Kingdom

Meeting Type: Annual Ticker: SDP

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For




For For Elect Vivien Gould as Director 5

For For Re-elect Nicholas Smith as Director 6

For For Re-elect Keith Craig as Director 7

For For Re-elect Rosemary Morgan as Director 8

For For Re-elect Martin Porter as Director 9

For For Re-elect James Williams as Director 10

For For Appoint Ernst & Young LLP as Auditors 11



Vote Summary Report


Schroder AsiaPacific Fund Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


14


Taylor Morrison Home Corporation Meeting Date: 01/30/2020 Country: USA

Meeting Type: Special Ticker: TMHC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Issue Shares in Connection with Merger For For


Valvoline Inc. Meeting Date: 01/30/2020 Country: USA

Meeting Type: Annual Ticker: VVV

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Gerald W. Evans, Jr. For For

For For Elect Director Richard J. Freeland 1b

For For Elect Director Stephen F. Kirk 1c

For For Elect Director Carol H. Kruse 1d

For For Elect Director Stephen E. Macadam 1e

For For Elect Director Vada O. Manager 1f

For For Elect Director Samuel J. Mitchell, Jr. 1g

For For Elect Director Charles M. Sonsteby 1h

For For Elect Director Mary J. Twinem 1i



3

Vote Summary Report


Walgreens Boots Alliance, Inc. Meeting Date: 01/30/2020 Country: USA

Meeting Type: Annual Ticker: WBA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Jose E. Almeida For For

For For Elect Director Janice M. Babiak 1b

For For Elect Director David J. Brailer 1c

For For Elect Director William C. Foote 1d

For For Elect Director Ginger L. Graham 1e

For For Elect Director John A. Lederer 1f

For For Elect Director Dominic P. Murphy 1g

For For Elect Director Stefano Pessina 1h

For For Elect Director Nancy M. Schlichting 1i

For For Elect Director James A. Skinner 1j



3

Against Against Require Independent Board Chairman 4

For Against Reduce Ownership Threshold for Shareholders to Call Special Meeting

6

Voter Rationale: enhance shareholder rights

Blended Rationale: enhance shareholder rights

William Lyon Homes Meeting Date: 01/30/2020 Country: USA

Meeting Type: Special Ticker: WLH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Against For Advisory Vote on Golden Parachutes 2

Voter Rationale: we are not supportive of golden parachutes.

Blended Rationale: we are not supportive of golden parachutes.

Vote Summary Report


William Lyon Homes Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Amdocs Limited Meeting Date: 01/31/2020 Country: Guernsey

Meeting Type: Annual Ticker: DOX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Robert A. Minicucci For For

For For Elect Director Adrian Gardner 1.2

For For Elect Director James S. Kahan 1.3

For For Elect Director Rafael de la Vega 1.4

For For Elect Director Giora Yaron 1.5

For For Elect Director Eli Gelman 1.6

For For Elect Director Richard T.C. LeFave 1.7

For For Elect Director John A. MacDonald 1.8

For For Elect Director Shuky Sheffer 1.9

For For Elect Director Yvette Kanouff 1.10


For For Approve an Increase in the Quarterly Cash Dividend Rate

3

For For Accept Financial Statements and Statutory Reports

4

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

5

Barings Alpha Funds Plc - Dynamic Asset Allocation Fund Meeting Date: 01/31/2020 Country: Ireland

Meeting Type: Annual Ticker: X275J2.F

Vote Summary Report


Barings Alpha Funds Plc - Dynamic Asset Allocation Fund

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports and Review the Company's Affairs

For For

For For Ratify PricewaterhouseCoopers as Auditors and Authorise Their Remuneration

2

Britvic Plc Meeting Date: 01/31/2020 Country: United Kingdom

Meeting Type: Annual Ticker: BVIC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Re-elect John Daly as Director 4

For For Re-elect Suniti Chauhan as Director 5

For For Re-elect Sue Clark as Director 6

Against For Re-elect William Eccleshare as Director 7

Voter Rationale: Poor attendance and over boarded.

Blended Rationale: Poor attendance and over boarded.

For For Re-elect Simon Litherland as Director 8

Against For Re-elect Ian McHoul as Director 9

Voter Rationale: Poor attendance and over boarded.

Blended Rationale: Poor attendance and over boarded.

For For Re-elect Euan Sutherland as Director 10

For For Elect Joanne Wilson as Director 11

For For Reappoint Ernst & Young LLP as Auditors 12


13


14

Vote Summary Report


Britvic Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



16


17



19

Duratex SA Meeting Date: 01/31/2020 Country: Brazil

Meeting Type: Special Ticker: DTEX3

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Ratify PricewaterhouseCoopers Auditores Independentes as the Independent Firm to Appraise Proposed Transaction

For For

For For Approve Independent Firm's Appraisal 2

For For Approve Agreement for Partial Spin-Off of Duratex Florestal Ltda.

3

For For Approve Partial Spin-Off of Duratex Florestal Ltda. and Absorption of Spun-Off Assets without Capital Increase

4


5

For For Approve Minutes of Meeting Summary 6

For For Approve Minutes of Meeting with Exclusion of Shareholder Names

7

ESCO Technologies Inc. Meeting Date: 01/31/2020 Country: USA

Meeting Type: Annual Ticker: ESE

Vote Summary Report


ESCO Technologies Inc.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Patrick M. Dewar For For

For For Elect Director Vinod M. Khilnani 1.2

For For Elect Director Robert J. Phillippy 1.3



3

Eurobank Ergasias SA Meeting Date: 01/31/2020 Country: Greece

Meeting Type: Special Ticker: EUROB

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Spin-Off Agreement and Related Formalities

For For

For For Amend Company Articles 2

For For Elect Members of Audit Committee 4

Netcare Ltd. Meeting Date: 01/31/2020 Country: South Africa

Meeting Type: Annual Ticker: NTC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Reappoint Deloitte & Touche as Auditors of the Company with Graeme Berry as Designated Auditor

For For

For For Re-elect Thevendrie Brewer as Director 2.1

For For Elect Lezanne Human as Director 2.2

For For Elect David Kneale as Director 2.3

For For Re-elect Martin Kuscus as Director 2.4

Vote Summary Report


Netcare Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Kgomotso Moroka as Director 2.5

For For Re-elect Mark Bower as Chairperson of the Audit Committee

3.1

For For Re-elect Bukelwa Bulo as Member of the Audit Committee

3.2

For For Elect David Kneale as Member of the Audit Committee

3.3


For For Approve Implementation Report 5


For For Approve Forfeiture Share Plan 7


For For Approve Non-executive Directors' Remuneration 9

For For Approve Financial Assistance to Related or Inter-related Company

10

Thai Beverage Public Company Limited Meeting Date: 01/31/2020 Country: Thailand

Meeting Type: Annual Ticker: Y92

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Minutes of Previous Meeting For For

For For Approve Financial Statements and Auditors' Reports

3

For For Approve Dividend Payment and Appropriation for Legal Reserve

4

For For Elect Kanung Luchai as Director 5.1.1

For For Elect Pornchai Matangkasombut as Director 5.1.2

For For Elect Choo-Chat Kambhu Na Ayudhya as Director

5.1.3

For For Elect Vivat Tejapaibul as Director 5.1.4

For For Elect Panote Sirivadhanabhakdi as Director 5.1.5

Vote Summary Report


Thai Beverage Public Company Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Elect Timothy Chia Chee Ming as Director 5.2

Voter Rationale: considered overboarded

Blended Rationale: considered overboarded

For For Approve Determination of Director Authorities 5.3

For For Approve Remuneration of Directors 6

For For Approve Auditors and Authorize Board to Fix Their Remuneration

7

For For Approve D&O Insurance for Directors and Executives

8

For For Approve Mandate for Interested Person Transactions

9

For For Amend Articles of Association 10

For For Approve Transfer of Shares to Chang Beer Co., Ltd. in Relation to the Business Restructuring Plan

11

Against For Other Business 12

Voter Rationale: lack of transparency on business items.

Blended Rationale: lack of transparency on business items.

ThyssenKrupp AG Meeting Date: 01/31/2020 Country: Germany

Meeting Type: Annual Ticker: TKA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Approve Allocation of Income and Omission of Dividends

For For

For For Approve Discharge of Management Board for Fiscal 2018/19

3

For For Approve Discharge of Supervisory Board for Fiscal 2018/19

4

For For Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal 2019/20

5

For For Elect Birgit Behrendt to the Supervisory Board 6.1

For For Elect Wolfgang Colberg to the Supervisory Board

6.2

For For Elect Angelika Gifford to the Supervisory Board 6.3

Vote Summary Report


ThyssenKrupp AG Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Bernhard Guenther to the Supervisory Board

6.4

For For Elect Friederike Helfer to the Supervisory Board 6.5

For For Elect Ingrid Hengster to the Supervisory Board 6.6

For For Elect Martina Merz to the Supervisory Board 6.7

For For Elect Siegfried Russwurm to the Supervisory Board

6.8

For For Elect Ingo Luge as Alternate Supervisory Board Member

6.9

Treatt Plc Meeting Date: 01/31/2020 Country: United Kingdom

Meeting Type: Annual Ticker: TET

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Re-elect Tim Jones as Director 4

For For Re-elect Daemmon Reeve as Director 5

For For Re-elect Richard Hope as Director 6

For For Re-elect David Johnston as Director 7

For For Re-elect Jeff Iliffe as Director 8

For For Re-elect Richard Illek as Director 9

For For Elect Yetunde Hofmann as Director 10

For For Elect Lynne Weedall as Director 11

For For Reappoint RSM UK Audit LLP as Auditors 12


For For Approve Increase in Aggregate Fees of Non-executive Directors

14


Vote Summary Report


Treatt Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


16


17



19

WestRock Company Meeting Date: 01/31/2020 Country: USA

Meeting Type: Annual Ticker: WRK

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Colleen F. Arnold For For

For For Elect Director Timothy J. Bernlohr 1b

For For Elect Director J. Powell Brown 1c

For For Elect Director Terrell K. Crews 1d

For For Elect Director Russell M. Currey 1e

For For Elect Director Suzan F. Harrison 1f

For For Elect Director John A. Luke, Jr. 1g

For For Elect Director Gracia C. Martore 1h

For For Elect Director James E. Nevels 1i

For For Elect Director Timothy H. Powers 1j

For For Elect Director Steven C. Voorhees 1k

For For Elect Director Bettina M. Whyte 1l

For For Elect Director Alan D. Wilson 1m


2


Vote Summary Report
