votes against management 01/04/2014 to 30/06/2014...date range covered: 04/01/2014 to 06/30/2014...

NEST

Votes Against Management

01/04/2014 to 30/06/2014

NEST Votes Against Management Report

Votes Against Management Report Date range covered: 04/01/2014 to 06/30/2014

Allianz SE

Meeting Date: 05/07/2014 Country: Germany

Meeting Type: Annual Ticker: ALV

Primary ISIN: DE0008404005 Primary SEDOL: 5231485

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Discharge of Supervisory Board for Fiscal 2013

4

Voter Rationale: The company has not put remuneration report to an advisory shareholder vote for at least three years. In line with the Gesetz zur Angemessenheit der VorstandsvergÃ¼tung (VorstAG Act), the company should put its remuneration report to an annual advisory shareholder vote.

Mgmt Against For Approve Creation of EUR 550 Million Pool of Capital with Partial Exclusion of 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.

Mgmt Against For Approve Creation of EUR 15 Million Pool of Capital for Employee Stock Purchase Plan

7

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.

Mgmt Against For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR10 Billion; Approve Creation of EUR 230 Million Pool of Capital to Guarantee

Conversion Rights

8


Amazon.com, Inc.

Meeting Date: 05/21/2014 Country: USA

Meeting Type: Annual Ticker: AMZN

Primary ISIN: US0231351067 Primary SEDOL: 2000019

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1e Elect Director Jamie S. Gorelick Mgmt For Against

Page 1 of 22



Amazon.com, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Voter Rationale: We are not supporting the re-election of director Gorelick as the corporate governance committee chair given ongoing concerns related to the company's corporate governance practices. Despite our history of engaging management on its approach to sustainability and mitigation of risks associated with climate change, we note the company has made minimal progress. Last year we co-filed a shareholder proposal asking the company to report to shareholders how it is managing risks related to climate change, including physical risk, greenhouse gas emissions, energy use, and renewable energy use. We withdrew the proposal following what appeared to be a renewed focus on sustainability impacts and the company's commitment to building internal capacity to address environmental sustainability concerns. We appreciate that building an effective program to address these issues does not happen overnight, but we are increasingly concerned that the company is severely lagging peers and moving at a pace that indicates a low level of priority. Finally, we note that the board lacks both an independent chairman and a sufficiently independent lead director given Director Alberg's 17 year tenure on the board. At the very least, the committee should appoint a fully independent lead director whose independence is not potentially compromised due to excessive tenure.

Mgmt Against For Elect Director Thomas O. Ryder 1h

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

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

3

Voter Rationale: We abstained because while the executive compensation levels are supportable this year, the highly discretionary nature of the plan raises significant questions about how remuneration will be allocated in the future. In addition, the triennial advisory vote schedule restricts our ability to comment on potentially problematic practices in the future.

SH For Against Report on Political Contributions 4

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.

BorgWarner Inc.


Meeting Type: Annual Ticker: BWA


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Jan Carlson Mgmt For Against

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

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

3

Voter Rationale: Plans should not pay out for below-median performance relative to peers. This undermines a pay-for-performance approach, which should reward top level performance amongst the company's selected peer group. Such practices blunt the impact of variable pay.

Page 2 of 22



BorgWarner Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH For Against Reduce Supermajority Vote Requirement 6

Voter Rationale: Supermajority provisions create artificial barriers for shareholders. Majority voting should be sufficient to change policies.

Crown Castle International Corp.


Meeting Type: Annual Ticker: CCI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1b Elect Director Dale N. Hatfield Mgmt For Against

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

Mgmt Against For Elect Director Lee W. Hogan 1c

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

Mgmt Against For Elect Director Robert F. McKenzie 1d


CVS Caremark Corporation


Meeting Type: Annual Ticker: CVS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.7 Elect Director Richard J. Swift Mgmt For Against

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

Page 3 of 22



CVS Caremark Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Advisory Vote to Ratify Named Executive

Officers' Compensation

3

Voter Rationale: The company provided significant life insurance premiums and accompanying tax gross-ups for three NEOs, including the CEO, which is a problematic pay practice. Tax gross-ups have no connection to performance.

DaVita HealthCare Partners Inc.


Meeting Type: Annual Ticker: DVA

Primary ISIN: US23918K1088 Primary SEDOL: 2898087

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1e Elect Director Peter T. Grauer 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. Furthermore, the nominating committee should remove directors who have long board tenure from committees that require absolute independence. Moreover, the board lacks both an independent chairman and a sufficiently independent lead director. At the very least, the nominating committee should appoint a fully independent lead director whose independence is not potentially compromised due to excessive tenure.



3

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

SH For Against Require Independent Board Chairman 5

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.

eBay Inc.


Meeting Type: Annual Ticker: EBAY


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

2 Advisory Vote to Ratify Named Executive


Mgmt For Against

Page 4 of 22



eBay Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Voter Rationale: While the board has identified some performance conditions for the equity awards, the annual time frame is too short to be considered long-term. We prefer to see performance periods between three and five years. Additionally, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice for large companies.

SH For Against Provide Right to Act by Written Consent 5

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.

Essilor International

Meeting Date: 05/07/2014 Country: France

Meeting Type: Annual/Special Ticker: EI

Primary ISIN: FR0000121667 Primary SEDOL: 7212477

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

5 Reelect Philippe Alfroid as Director Mgmt For Against

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

Mgmt Against For Reelect Aicha Mokdahi as Director 8

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

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

13

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

Fresenius SE & Co KGaA


Meeting Type: Annual Ticker: FRE


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

8 Approve Creation of EUR 121 Million Pool of Capital with Partial Exclusion of Preemptive

Rights

Mgmt For Against

Page 5 of 22



Fresenius SE & Co KGaA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 2.5 Million; Approve Creation of EUR 49 Million Pool of Capital to Guarantee Conversion Rights

9

Galp Energia, SGPS S.A.

Meeting Date: 04/28/2014 Country: Portugal

Meeting Type: Annual Ticker: GALP

Primary ISIN: PTGAL0AM0009 Primary SEDOL: B1FW751

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

5 Authorize Repurchase and Reissuance of Shares Mgmt For Against

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

Mgmt Against For Authorize Repurchase and Reissuance of Debt Instruments

6

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

Gerresheimer AG


Meeting Type: Annual Ticker: GXI

Primary ISIN: DE000A0LD6E6 Primary SEDOL: B1Y47Y7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

6 Elect Axel Herberg to the Supervisory Board Mgmt For Against

IntercontinentalExchange Group, Inc.


Meeting Type: Annual Ticker: ICE

Primary ISIN: US45866F1049 Primary SEDOL: BFSSDS9

Page 6 of 22



IntercontinentalExchange Group, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1m Elect Director Judith A. Sprieser Mgmt For Against




2

Voter Rationale: While the board has identified some performance conditions for the equity awards, the annual time frame is too short to be considered long-term. We prefer to see performance periods between three and five years.

Intertek Group plc

Meeting Date: 05/16/2014 Country: United Kingdom

Meeting Type: Annual Ticker: ITRK

Primary ISIN: GB0031638363 Primary SEDOL: 3163836

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

3 Approve Remuneration Report Mgmt For Against

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time.

Keyence Corp.

Meeting Date: 06/12/2014 Country: Japan

Meeting Type: Annual Ticker: 6861

Primary ISIN: JP3236200006 Primary SEDOL: 6490995

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 30

Mgmt For Against

Voter Rationale: The proposed dividend is too low. The board should ensure cash is utilised efficiently to maximise returns for shareholders. The payout ratio has been consistently low for many years, and the company has never provided a satisfactory explanation.

Page 7 of 22



Kubota Corp.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.2 Elect Director Kimata, Masatoshi Mgmt For Against

Voter Rationale: The board should include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. F&C has written to the company President in April 2014 urging a reform of board independence and move to a third-independence by 2017 annual shareholders meeting.

Mgmt Against For Elect Director Kubo, Toshihiro 1.3

Mgmt Against For Elect Director Kimura, Shigeru 1.4

Mgmt Against For Elect Director Ogawa, Kenshiro 1.5

Mgmt Against For Elect Director Kitao, Yuuichi 1.6

Mgmt Against For Appoint Statutory Auditor Sakamoto, Satoru 2.1

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 Fukuyama, Toshikazu 2.2


Lindt & Spruengli AG

Meeting Date: 04/24/2014 Country: Switzerland

Meeting Type: Annual Ticker: LISN

Primary ISIN: CH0010570759 Primary SEDOL: 5962309

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

4.2 Reelect Antonio Bulgheroni as Director Mgmt For Against

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. Furthermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, the nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 8 of 22



Lindt & Spruengli AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect Rudolf Spruengli as Director 4.3

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. Furthermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, the nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Reelect Franz Oesch as Director 4.4

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

Mgmt Against For Appoint Antonio Bulgheroni as Member of the Compensation Committee

4.8

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

Mgmt Against For Appoint Rudolf Spruengli as Member of the Compensation Committee

4.9

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

Luxottica Group S.p.A.

Meeting Date: 04/29/2014 Country: Italy

Meeting Type: Annual Ticker: LUX

Primary ISIN: IT0001479374 Primary SEDOL: 4800659

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



MEDNAX, Inc.


Meeting Type: Annual Ticker: MD

Primary ISIN: US58502B1061 Primary SEDOL: 2677640

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.2 Elect Director Waldemar A. Carlo Mgmt For Withhold

Page 9 of 22



MEDNAX, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Withhold For Elect Director Michael B. Fernandez 1.3


Mgmt Withhold For Elect Director Roger K. Freeman 1.4

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


3

Voter Rationale: While the board has identified some performance conditions for the equity awards, the annual time frame is too short to be considered long-term. We prefer to see performance periods between three and five years.

Mettler-Toledo International Inc.


Meeting Type: Annual Ticker: MTD


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

3 Advisory Vote to Ratify Named Executive Officers' Compensation

Mgmt For Against


Murata Manufacturing Co. Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

2.1 Elect Director Fujita, Yoshitaka Mgmt For Against

Page 10 of 22



Murata Manufacturing Co. Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

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

Nordstrom, Inc.


Meeting Type: Annual Ticker: JWN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For Against


Pearson plc


Meeting Type: Annual Ticker: PSON


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: 1) The remuneration committee should have disclosed the arrangement of Ms Fairhead's 2011 LTIP in last year's remuneration report. Not applying performance criteria on the 40,000 shares vested under 2011 LTIP without disclosing justification is not a good practice; 2) Changing the LTIP vesting level at threshold for ROIC from 0% to 30% without disclosing justification is not a good practice.

Praxair, Inc.


Meeting Type: Annual Ticker: PX

Primary ISIN: US74005P1049 Primary SEDOL: 2699291

Page 11 of 22



Praxair, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.2 Elect Director Oscar Bernardes Mgmt For Against


Principal Financial Group, Inc.


Meeting Type: Annual Ticker: PFG

Primary ISIN: US74251V1026 Primary SEDOL: 2803014

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Betsy J. Bernard 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. Furthermore, the nominating committee should remove directors who have long board tenure from committees that require absolute independence. Additionally, 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, the board lacks both an independent chairman and a sufficiently independent lead director. At the very least, the nominating committee should appoint a fully independent lead director whose independence is not potentially compromised due to excessive tenure.

Mgmt Against For Elect Director Jocelyn Carter-Miller 1.2


Prudential plc


Meeting Type: Annual Ticker: PRU


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

26 Authorise Issue of Preference Shares Mgmt For Against

Voter Rationale: This resolution seeks an exceptionally long authorisation period. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.

Page 12 of 22



Qiagen NV

Meeting Date: 06/25/2014 Country: Netherlands

Meeting Type: Annual Ticker: QIA

Primary ISIN: NL0000240000 Primary SEDOL: 5732825

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

11b Amend Equity Based Remuneration of Supervisory Board

Mgmt For Against

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

Mgmt Against For Ratify Ernst & Young as Auditors 12

Voter Rationale: Auditors should undertake non-audit work in exceptional circumstances only. Any non-audit fees paid to the auditor should be clearly disclosed, justified and not exceed audit fees. Large non-audit fees could compromise objectivity of the audit.

Mgmt Against For Grant Board Authority to Issue Shares Up To

100 Percent of Issued Capital

13a

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 Authorize Board to Exclude Preemptive Rights from Share Issuance Under Item 13a Up to 20 Percent of Issued Share Capital

13b


Mgmt Against For Approve 2014 Stock 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.

Roper Industries, Inc.


Meeting Type: Annual Ticker: ROP


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Richard F. Wallman Mgmt For Withhold

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee failed to ensure an appropriately fresh board. Furthermore, directors are expected to hold four or fewer directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Page 13 of 22



Roper Industries, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Withhold For Elect Director Christopher Wright 1.2


SAP AG


Meeting Type: Annual Ticker: SAP


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

8b.1 Elect Hasso Plattner to the Supervisory Board Mgmt For Abstain

Voter Rationale: We abstained on the re-election of Hasso Plattner as the Chairman of the Board as well as the Remuneration and Nomination committees as we wish to highlight concerns regarding the company remuneration as well as board independence. 1) On remuneration we wish to reiterate our concern that the company received a substantial vote against its remuneration system (34%) the last time this was a voting item in 2012 and has not put a reviewed system to a shareholder vote since. We strongly urge the company to be responsive to shareholder concerns over remuneration. We abstained in our vote on the remuneration plan in 2012. Although we recognised that SAP had taken several positive steps to improve its remuneration system, we remained concerned by the lack of disclosure of performance criteria, targets or caps according to which discretionary payments can be granted. While we commended management for successfully leading the company into a phase of significant growth at the time, we asked for disclosure of the weighting of the performance criteria for the annual bonus and their targets, which would enable shareholders to understand whether the significant increase of the bonus payment that year was justified on the basis of stringent performance-based elements or a result of the discretionary power of the supervisory board. 2) On Board independence we reiterate our serious concerns over the supervisory board’s low independence levels (at only 22%), which is below the minimum one-third independence level we require for the German market. Furthermore, we urge the company to establish fully independent audit and remuneration committees.

Mgmt Against For Elect Wilhelm Haarmann to the Supervisory

Board

8b.4

Mgmt Against For Elect Hartmut Mehdorn to the Supervisory

Board

8b.6

Mgmt Against For Elect Hagemann Snabe to the Supervisory

Board

8b.8

Spectra Energy Corp


Meeting Type: Annual Ticker: SE

Primary ISIN: US8475601097 Primary SEDOL: B1L60G9

Page 14 of 22



Spectra Energy Corp

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1i Elect Director Michael G. Morris Mgmt For Against




3

Voter Rationale: Plans should not pay out for below-median performance relative to peers. This undermines a pay-for-performance approach, which should reward top level performance amongst the company's selected peer group. Such practices blunt the impact of variable pay.

SH For Against Report on Political Contributions 4

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 Report on Methane Emissions 5

Voter Rationale: It is important to develop a strategy to reduce methane emissions to stem revenue loss and as part of a larger climate change strategy. Robust transparency around methane emissions and flaring helps ensure good practices.

Standard Chartered plc


Meeting Type: Annual Ticker: STAN


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

3 Approve Remuneration Policy Mgmt For Against

Voter Rationale: We voted against due to deep concerns over the proposed new compensation structure, which will lead to a significant reduction in the variable pay based on forward-looking multi-year performance targets, thus shifting a vast proportion of the variable compensation to payments in respect of a single year’s performance (albeit deferred and released over a number of years). This approach is consistent with our votes on remuneration policy proposals by other financial institutions, and reflects our expectations that a large proportion of total variable compensation should be earned through achievement of long-term performance targets that are challenging, transparent and reflect key business and shareholder value drivers. We understand the rationale behind the bank’s decision to use fixed allowances in order to maintain competitiveness while meetings the CRD IV variable pay cap requirements, but will be closely monitoring how fixed allowances are determined/adjusted over time, particularly for material risk-takers below the Board and Executive Committee level. We, therefore, encourage the Board to report on decisions/ practices related to fixed allowances and demonstrate to investors that it is not used to boost pay levels when performance is weak. We also encourage the remuneration committee to undertake a critical review of existing structures and levels of pay across the group, and report to investors on the long-term sustainability of existing pay arrangements.

Page 15 of 22



Standard Chartered plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Remuneration Report 4

Voter Rationale: Our vote reflects concerns over high levels of annual incentive pay received by executive directors in respect of the year of what we consider to be a disappointing performance by the company. While we acknowledge that the total variable compensation pool was reduced by the Board to reflect declined performance, we cannot approve of the Board’s and Remuneration Committee’s decision to grant high annual bonuses to executive directors (in absolute terms and as a proportion of maximum bonus opportunity) when the committee itself concluded that “overall the Group did not meet expectations against the financial measures”.

Mgmt Abstain For Re-elect Ruth Markland as Director 13

Voter Rationale: Our vote reflects concerns over the decisions made by the Board and the Remuneration Committee in respect of the short-term variable compensation received by executive directors for 2013, as well as the proposed new remuneration policy, which, in our view, fails to sufficiently link executive pay with performance.

State Street Corporation


Meeting Type: Annual Ticker: STT


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Officers' Compensation Mgmt For Against

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice for large companies. Furthermore, while the board has identified some performance conditions for the equity awards, the annual time frame is too short to be considered long-term. We prefer to see performance periods between three and five years.

Suez Environnement Company

Meeting Date: 05/22/2014 Country: France

Meeting Type: Annual/Special Ticker: SEV

Primary ISIN: FR0010613471 Primary SEDOL: B3B8D04

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

15 Advisory Vote on Compensation of Jean-Louis Chaussade, CEO

Mgmt For Against


Page 16 of 22



Suez Environnement Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Authorize Repurchase of Up to 10 Percent of

Issued Share Capital

16

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

Toyota Motor Corp.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

2.3 Elect Director Ozawa, Satoshi Mgmt For Against

Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors. We urge the company to establish one-third independence by the 2017 AGM - as international investors led by F&C have encouraged the company to do in a letter in May 2014.

Mgmt Against For Elect Director Kodaira, Nobuyori 2.4

Mgmt Against For Elect Director Kato, Mitsuhisa 2.5

Mgmt Against For Elect Director Maekawa, Masamoto 2.6

Mgmt Against For Elect Director Ihara, Yasumori 2.7

Mgmt Against For Elect Director Sudo, Seiichi 2.8

Mgmt Against For Elect Director Saga, Koei 2.9

Mgmt Against For Elect Director Fukuichi, Tokuo 2.10

Mgmt Against For Elect Director Terashi, Shigeki 2.11

Mgmt Against For Elect Director Ishii, Yoshimasa 2.12

Mgmt Against For Elect Director Uno, Ikuo 2.13

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 Director Mark T. Hogan 2.15

Mgmt Against For Appoint Statutory Auditor Nakatsugawa, Masaki 3.1


Mgmt Against For Appoint Statutory Auditor Kitayama, Teisuke 3.2


Page 17 of 22



Tractor Supply Company


Meeting Type: Annual Ticker: TSCO


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

5 Advisory Vote to Ratify Named Executive Officers' Compensation

Mgmt For Against


U.S. Bancorp


Meeting Type: Annual Ticker: USB


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

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

Voter Rationale: D. Baker is not sufficiently independent from fellow directors J. Johnson and J. Levin who evaluate and determine compensation for Mr. Baker at Ecolab. This type of director interlock is poor practice. This director's commitments, as a top officer and director at more than two public companies, are excessive and likely to jeopardize the ability to provide appropriate oversight on all boards. CEOs and CFOs make valuable board members but also face tremendous demands on their time.

Mgmt Against For Elect Director Victoria Buyniski Gluckman 1c

Voter Rationale: V. Buyniski Gluckman lacks independence due to a familial relationship with a bank employee as well as long tenure in excess of 12 years. She should no longer serve on the audit, compensation or nominating committees. The board should not contain a significant number of directors with board tenure in excess of 12 years. The nominating committee should remove directors who have long board tenure from committees that require absolute independence. Additionally, 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 Against For Elect Director Arthur D. Collins, Jr. 1d

Voter Rationale: We oppose A. Collins, the chairman of the nominating committee, because the US Bancorp board follows poor practice. The independence of its directors is compromised by many factors including inappropriate board interlocks and familial relationships with employees. In addition, more than one-third of the non-executive directors have served for more than 12 years. Long service can erode independence as directors become close to management and each other, and overly invested in prior strategic decisions. The board should not contain a significant number of directors with board tenure in excess of 12 years. The nominating committee should remove directors who have long board tenure from committees that require absolute independence.

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U.S. Bancorp Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Joel W. Johnson 1h


Mgmt Against For Elect Director Jerry W. Levin 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. Furthermore, the nominating committee should remove directors who have long board tenure from committees that require absolute independence. Additionally, the board lacks both an independent chairman and a sufficiently independent lead director. At the very least, the nominating committee should appoint a fully independent lead director whose independence is not potentially compromised due to excessive tenure. Finally, 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 David B. O'Maley 1k


Mgmt Against For Elect Director O'dell M. Owens 1l


Mgmt Against For Elect Director Patrick T. Stokes 1n




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

SH For Against Require Independent Board Chairman 4

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

Umicore

Meeting Date: 04/29/2014 Country: Belgium

Meeting Type: Annual/Special Ticker: UMI

Primary ISIN: BE0003884047 Primary SEDOL: 4005001

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Umicore

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


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 time.

Mgmt Against For Reelect Uwe-Ernst Bufe as Director 7.2

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

Mgmt Against For Reelect Arnoud de Pret as Director 7.3

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

Mgmt Against For Elect Jonathan Oppenheimer as Director 7.4

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.

Under Armour, Inc.


Meeting Type: Annual Ticker: UA

Primary ISIN: US9043111072 Primary SEDOL: B0PZN11

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.5 Elect Director A.B. Krongard Mgmt For Withhold

Voter Rationale: Increases and amendments to authorized common stock is a matter that should be put before shareholders, along with sufficiently persuasive information to justify such an action. The company's decision to bypass a shareholder vote is poor practice even if legally defensible.

Mgmt Withhold For Elect Director William R. McDermott 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 stockholders. Furthermore, this director's commitments, as a top officer and director at more than two public companies, are excessive and likely to jeopardize the ability to provide appropriate oversight on all boards. CEOs and CFOs make valuable board members but also face tremendous demands on their time.

Page 20 of 22



Union Pacific Corporation


Meeting Type: Annual Ticker: UNP


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.10 Elect Director Steven R. Rogel Mgmt For Against

Voter Rationale: The board lacks both an independent chairman and a sufficiently independent lead director. At the very least, the nominating committee should appoint a fully independent lead director whose independence is not potentially compromised due to excessive tenure.


3


SH For Against Stock Retention/Holding Period 5

Voter Rationale: Companies should introduce substantial, long-term holding requirements for senior executives. The idea of extending some portion past retirement, resignation or termination has merit. While the specific threshold recommended by the proponents may not be ideal, the board should take a more robust approach to stock retention of long-term equity awards. This would also facilitate recouping awards in the event of fraud, a serious deterioration of the business due to inappropriate management of risk, a major restatement or other serious management failures.

W.W. Grainger, Inc.


Meeting Type: Annual Ticker: GWW


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Brian P. Anderson Mgmt For Withhold

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board. Furthermore, the nominating committee should remove directors who have long board tenure from committees that require absolute independence. Moreover, the board lacks both an independent chairman and a sufficiently independent lead director. At the very least, the nominating committee should appoint a fully independent lead director whose independence is not potentially compromised due to excessive tenure.

Mgmt Withhold For Elect Director Neil S. Novich 1.5


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W.W. Grainger, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Withhold For Elect Director James D. Slavik 1.10



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votes against management 01/04/2014 to 30/06/2014...date range covered: 04/01/2014 to 06/30/2014...

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