the sei moderate fund · reward strong performance and drive shareholder value over a sufficiently...

Reo@ Voting Report

The SEI Moderate Fund

VOTING RECORDS

FROM:01/04/2019 TO: 30/06/2019

The SEI Moderate Fund All Votes Report

Vote Summary Report Reporting Period: 04/01/2019 to 06/30/2019

ABC arbitrage SA

Meeting Date: 06/14/2019 Country: France

Meeting Type: Annual/Special Ticker: ABCA

Primary ISIN: FR0004040608 Primary SEDOL: 4121714

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Ordinary Business

Mgmt For For Approve Financial Statements and Statutory Reports

1

Mgmt For For Approve Consolidated Financial Statements and Statutory Reports

2

Mgmt For For Approve Allocation of Income and Dividends of EUR 0.23 per Share

3

Mgmt For For Approve Stock Dividend Program 4

Mgmt For For Approve Transfer from Premium Accounts to Shareholders for an Amount of EUR 0.10 per

Share for Oct. 2019

5

Mgmt For For Approve Transfer from Premium Accounts to Shareholders for an Amount of EUR 0.10 per

Share for Dec. 2019

6

Mgmt For For Reelect Sabine Roux De Bezieux as Director 7

Mgmt For For Reelect Jean-Francois Drouets as Director 8

Mgmt For For Reelect Dominique Ceolin as Director 9

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

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

Absence of New Transactions

10

Mgmt Against For Approve Remuneration Policy of Dominique Ceolin, Chairman and CEO

11

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

Mgmt Against For Approve Remuneration Policy of David Hoey, Vice-CEO

12

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

Mgmt Against For Approve Compensation of Dominique Ceolin,

Chairman and CEO 13

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

Page 1 of 185



ABC arbitrage SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Compensation of David Hoey, Vice-CEO 14

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

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

15

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

Mgmt Extraordinary Business

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

16

Mgmt For For Authorize Capitalization of Reserves of Up to EUR 250,000 for Bonus Issue or Increase in Par

Value

17

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

18

Mgmt For For Set Total Limit for Capital Increase to Result from All Issuance Requests at EUR 250,000

19

Mgmt For For Authorize Filing of Required Documents/Other Formalities

20

Aflac Incorporated

Meeting Date: 05/06/2019 Country: USA

Meeting Type: Annual Ticker: AFL

Primary ISIN: US0010551028 Primary SEDOL: 2026361

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Daniel P. Amos Mgmt For For

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

Mgmt For For Elect Director W. Paul Bowers 1b

Mgmt For For Elect Director Toshihiko Fukuzawa 1c

Mgmt For For Elect Director Robert B. Johnson 1d

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.

Page 2 of 185



Aflac Incorporated Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Thomas J. Kenny 1e

Mgmt For For Elect Director Georgette D. Kiser 1f

Mgmt For For Elect Director Karole F. Lloyd 1g

Mgmt For For Elect Director Joseph L. Moskowitz 1h

Mgmt For For Elect Director Barbara K. Rimer 1i

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.

Mgmt For For Elect Director Katherine T. Rohrer 1j

Mgmt For For Elect Director Melvin T. Stith 1k

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

2

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Mgmt For For Ratify KPMG LLP as Auditor 3

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

AG Mortgage Investment Trust, Inc.


Meeting Type: Annual Ticker: MITT

Primary ISIN: US0012281053 Primary SEDOL: B4NKX38

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Arthur Ainsberg Mgmt For For

Mgmt For For Elect Director Andrew L. Berger 1.2

Mgmt For For Elect Director T.J. Durkin 1.3

Mgmt For For Elect Director Debra Hess 1.4

Mgmt For For Elect Director Joseph LaManna 1.5

Mgmt For For Elect Director Peter Linneman 1.6

Page 3 of 185



AG Mortgage Investment Trust, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director David N. Roberts 1.7


Mgmt For For Elect Director Brian C. Sigman 1.8

Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2


3

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

ageas SA/NV

Meeting Date: 05/15/2019 Country: Belgium

Meeting Type: Annual/Special Ticker: AGS

Primary ISIN: BE0974264930 Primary SEDOL: B86S2N0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Annual/ Special Meeting Mgmt

Mgmt Annual Meeting Agenda

Mgmt Open Meeting 1

Mgmt Receive Directors' Reports (Non-Voting) 2.1.1

Mgmt Receive Consolidated Financial Statements and

Statutory Reports (Non-Voting) 2.1.2

Mgmt For For Approve Financial Statements and Allocation of

Income 2.1.3

Mgmt Receive Information on Company's Dividend

Policy 2.2.1

Mgmt For For Approve Dividends of EUR 2.20 Per Share 2.2.2

Mgmt For For Approve Discharge of Directors 2.3.1

Mgmt For For Approve Discharge of Auditor 2.3.2

Page 4 of 185



ageas SA/NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Remuneration Report 3


Mgmt For For Elect Emmanuel Van Grimbergen as Director 4.1

Mgmt For For Reelect Jozef De Mey as Independent Director 4.2

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

Mgmt For For Reelect Jan Zegering Hadders as Independent Director

4.3

Mgmt For For Reelect Lionel Perl as Independent Director 4.4

Mgmt For For Reelect Guy de Selliers de Moranville as Director 4.5

Mgmt For For Reelect Filip Coremans as Director 4.6

Mgmt For For Reelect Christophe Boizard as Director 4.7

Mgmt Special Meeting Agenda

Mgmt For For Approve Cancellation of Repurchased Shares 5.1

Mgmt Receive Special Board Report Re: Authorized Capital

5.2.1

Mgmt For For Renew Authorization to Increase Share Capital within the Framework of Authorized Capital

5.2.2

Mgmt For For Amend Article 10 Re: Composition of the Board 5.3

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

6

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

Mgmt Close Meeting 7

Amadeus FiRe AG

Meeting Date: 05/23/2019 Country: Germany

Meeting Type: Annual Ticker: AAD

Primary ISIN: DE0005093108 Primary SEDOL: 5623662

Page 5 of 185



Amadeus FiRe AG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Financial Statements and Statutory

Reports for Fiscal 2018 (Non-Voting) Mgmt

Mgmt For For Approve Allocation of Income and Dividends of

EUR 4.66 per Share 2

Mgmt For For Approve Discharge of Management Board for

Fiscal 2018 3

Mgmt Against For Approve Discharge of Supervisory Board for

Fiscal 2018 4

Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.

Mgmt For For Ratify Ernst & Young GmbH as Auditors for

Fiscal 2019 5

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Mgmt Against For Approve Remuneration System for Management Board Members

6

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Moreover, severance payments should not exceed two year s pay. Larger severance packages should be subject to a separate shareholder approval. Finally, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

American Financial Group, Inc.


Meeting Type: Annual Ticker: AFG


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Carl H. Lindner, III Mgmt For For

Mgmt For For Elect Director S. Craig Lindner 1.2

Mgmt Withhold For Elect Director Kenneth C. Ambrecht 1.3

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 6 of 185



American Financial Group, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director John B. Berding 1.4

Mgmt For For Elect Director Joseph E. "Jeff" Consolino 1.5

Mgmt For For Elect Director Virginia C. "Gina" Drosos 1.6

Mgmt Withhold For Elect Director James E. Evans 1.7

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Withhold For Elect Director Terry S. Jacobs 1.8

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Gregory G. Joseph 1.9

Mgmt For For Elect Director Mary Beth Martin 1.10

Mgmt Withhold For Elect Director William W. Verity 1.11


Mgmt For For Elect Director John I. Von Lehman 1.12

Mgmt For For Ratify Ernst & Young LLP as Auditors 2


Mgmt Against For Advisory Vote to Ratify Named Executive

Officers' Compensation 3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

American National Insurance Company


Meeting Type: Annual Ticker: ANAT


Page 7 of 185



American National Insurance Company

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director William C. Ansell Mgmt For For

Mgmt Against For Elect Director Arthur O. Dummer 1.2

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Irwin M. Herz, Jr. 1.3

Mgmt For For Elect Director E. Douglas McLeod 1.4

Mgmt Against For Elect Director Frances A. Moody-Dahlberg 1.5

Mgmt Against For Elect Director Ross R. Moody 1.6

Mgmt For For Elect Director James P. Payne 1.7

Mgmt For For Elect Director E.J. "Jere" Pederson 1.8

Mgmt For For Elect Director James E. Pozzi 1.9

Mgmt Against For Elect Director James D. Yarbrough 1.10

Mgmt For For Advisory Vote to Ratify Named Executive



Annaly Capital Management, Inc.


Meeting Type: Annual Ticker: NLY


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Kevin G. Keyes Mgmt For For

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.

Page 8 of 185



Annaly Capital Management, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Thomas Hamilton 1b

Mgmt For For Elect Director Kathy Hopinkah Hannan 1c

Mgmt For For Elect Director Vicki Williams 1d



Mgmt For For Increase Authorized Common Stock 3


Apollo Commercial Real Estate Finance, Inc.


Meeting Type: Annual Ticker: ARI

Primary ISIN: US03762U1051 Primary SEDOL: B4JTYX6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Mark C. Biderman Mgmt For For

Mgmt Withhold For Elect Director Robert A. Kasdin 1.2

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

Mgmt For For Elect Director Cindy Z. Michel 1.3

Mgmt For For Elect Director Eric L. Press 1.4

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

Mgmt Withhold For Elect Director Scott S. Prince 1.5


Mgmt For For Elect Director Stuart A. Rothstein 1.6

Mgmt Withhold For Elect Director Michael E. Salvati 1.7


Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2

Page 9 of 185



Apollo Commercial Real Estate Finance, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



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

Mgmt Against For Amend Omnibus Stock Plan 4

Voter Rationale: Incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated. Also, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Arbor Realty Trust, Inc.


Meeting Type: Annual Ticker: ABR

Primary ISIN: US0389231087 Primary SEDOL: B00N2S0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Archie R. Dykes Mgmt For Withhold

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. Furthermore, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt Withhold For Elect Director Joseph Martello 1.2

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Page 10 of 185



Arbor Realty Trust, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Edward Farrell 1.3

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

Mgmt For For Elect Director Elliot G. Schwartz 1.4



Arcland Sakamoto Co., Ltd.

Meeting Date: 05/16/2019 Country: Japan

Meeting Type: Annual Ticker: 9842

Primary ISIN: JP3100100001 Primary SEDOL: 6048004

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final

Dividend of JPY 15 Mgmt For For

Mgmt For For Appoint Statutory Auditor Yamaji, Yoshiyuki 2.1

Mgmt For For Appoint Statutory Auditor Onishi, Hidetsugu 2.2

Mgmt For For Appoint Alternate Statutory Auditor Fujimaki,

Moto 3

Arcs Co., Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 26

Mgmt For For

Mgmt For For Elect Director Miura, Koichi 2.1

Mgmt For For Elect Director Yokoyama, Kiyoshi 2.2

Page 11 of 185



Arcs Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Furukawa, Koichi 2.3

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

Mgmt Against For Elect Director Muguruma, Akira 2.4


Mgmt Against For Elect Director Kogarimai, Hideki 2.5


Mgmt Against For Elect Director Fukuhara, Ikuharu 2.6


Mgmt Against For Elect Director Inoue, Koichi 2.7


Mgmt Against For Elect Director Sawada, Tsukasa 2.8


Mgmt Against For Elect Director Nekomiya, Kazuhisa 2.9


Mgmt For For Elect Director Saeki, Hiroshi 2.10

Mgmt For For Elect Director Sasaki, Ryoko 2.11

Mgmt For For Appoint Statutory Auditor Sagawa, Hiroyuki 3.1

Mgmt For For Appoint Statutory Auditor Takashima, Satoru 3.2

Mgmt For For Appoint Statutory Auditor Ito, Kazunori 3.3

Mgmt For For Appoint Statutory Auditor Tamori, Takayuki 3.4

Mgmt For For Approve Annual Bonus 4

Mgmt Against For Approve Director and Statutory Auditor Retirement Bonus

5

Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.

ASR Nederland NV

Meeting Date: 05/22/2019 Country: Netherlands

Meeting Type: Annual Ticker: ASRNL

Primary ISIN: NL0011872643 Primary SEDOL: BD9PNF2

Page 12 of 185



ASR Nederland NV

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Annual Meeting Agenda Mgmt

Mgmt Open Meeting 1

Mgmt Receive Report of Management Board

(Non-Voting) 2.a

Mgmt Receive Report of Supervisory Board

(Non-Voting) 2.b

Mgmt Discussion on Company's Corporate Governance

Structure 2.c

Mgmt Discuss Remuneration Report Containing Remuneration Policy for Management Board Members

2.d

Mgmt For For Amend Remuneration Policy 3.a

Mgmt For For Approve Remuneration of Supervisory Board 3.b

Mgmt For For Adopt Financial Statements and Statutory

Reports 4.a

Mgmt Receive Explanation on Company's Reserves

and Dividend Policy 4.b

Mgmt For For Approve Dividends of EUR 1.74 per Share 4.c

Mgmt Receive Explanation on Nomination and

Selection Procedure 5.a

Mgmt For For Ratify KPMG as Auditors 5.b

Mgmt For For Approve Discharge of Management Board 6.a

Mgmt For For Approve Discharge of Supervisory Board 6.b

Mgmt For For Grant Board Authority to Issue Shares Up to 10

Percent of Issued Capital 7.a

Mgmt For For Authorize Board to Exclude Preemptive Rights

from Share Issuances 7.b

Mgmt For For Authorize Repurchase of Up to 10 Percent of

Issued Share Capital 7.c

Mgmt Accept Resignation of Annet Aris as Supervisory

Board Member 8.a

Mgmt For For Reelect Kick van der Pol to Supervisory Board 8.b

Mgmt Allow Questions 9


Page 13 of 185



AT&T Inc.


Meeting Type: Annual Ticker: T

Primary ISIN: US00206R1023 Primary SEDOL: 2831811

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Randall L. Stephenson Mgmt For For


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

Mgmt For For Elect Director Richard W. Fisher 1.3

Mgmt For For Elect Director Scott T. Ford 1.4

Mgmt For For Elect Director Glenn H. Hutchins 1.5

Mgmt For For Elect Director William E. Kennard 1.6

Mgmt For For Elect Director Michael B. McCallister 1.7

Mgmt For For Elect Director Beth E. Mooney 1.8

Mgmt For For Elect Director Matthew K. Rose 1.9

Mgmt For For Elect Director Cynthia B. Taylor 1.10

Mgmt Against For Elect Director Laura D'Andrea Tyson 1.11

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

Mgmt For For Elect Director Geoffrey Y. Yang 1.12



3

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

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.

Page 14 of 185



Austevoll Seafood ASA

Meeting Date: 05/24/2019 Country: Norway

Meeting Type: Annual Ticker: AUSS

Primary ISIN: NO0010073489 Primary SEDOL: B16MKT5

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt

Mgmt For For Elect Chairman of Meeting 2

Mgmt For For Designate Inspector(s) of Minutes of Meeting 3

Mgmt For For Approve Notice of Meeting and Agenda 4

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

Dividends of NOK 3.50 Per Share

5

Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

Mgmt Receive Company's Corporate Governance Statement

6

Mgmt For For Approve Remuneration of Directors in the Amount of NOK 375,000 for Chairman and NOK

250,000 for Other Directors

7a

Mgmt For For Approve Remuneration of Audit Committee in the Amount of NOK 50,000 for Each Member

7b

Mgmt For For Approve Remuneration of Nominating Committee in the Amount of NOK 25,000 for

Each Member

7c

Mgmt For For Approve Remuneration of Auditors 7d

Mgmt Against For Reelect Oddvar Skjegstad as Director 8.1a

Voter Rationale: For controlled companies, at least half of the board should be independent from the company and at least one third should be independent from major shareholders.Furthermore, we voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Reelect Siren M. Gronhaug as Director 8.1b

Mgmt Against For Reelect Eirik Dronen Melingen as Director 8.1c

Voter Rationale: For controlled companies, at least half of the board should be independent from the company and at least one third should be independent from major shareholders.

Mgmt Against For Reelect Oddvar Skjegstad as Vice Chairman 8.1d

Voter Rationale: For controlled companies, at least half of the board should be independent from the company and at least one third should be independent from major shareholders.Furthermore, we voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.

Page 15 of 185



Austevoll Seafood ASA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Hege Ase Solbakken as New Member of

Nominating Committee 8.2

Mgmt For For Approve Creation of NOK 10.1 Million Pool of

Capital without Preemptive Rights 9

Mgmt For For Authorize Share Repurchase Program and

Reissuance of Repurchased Shares 10

Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management (Advisory vote)

11

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Avista Corp.


Meeting Type: Annual Ticker: AVA

Primary ISIN: US05379B1070 Primary SEDOL: 2942605

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director Kristianne Blake Mgmt For Against

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director Donald C. Burke 1B

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

Mgmt For For Elect Director Rebecca A. Klein 1C

Mgmt For For Elect Director Scott H. Maw 1D

Mgmt For For Elect Director Scott L. Morris 1E


Mgmt For For Elect Director Marc F. Racicot 1F

Page 16 of 185



Avista Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Heidi B. Stanley 1G

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Director R. John Taylor 1H

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Dennis P. Vermillion 1I

Mgmt For For Elect Director Janet D. Widmann 1J






Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, severance payments should not exceed two yearâ??s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Barco NV


Meeting Type: Annual Ticker: BAR

Primary ISIN: BE0003790079 Primary SEDOL: 4704096

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


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

1

Page 17 of 185



Barco NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Financial Statements, Allocation of

Income, and Dividends of EUR 2.30 per Share 2

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


Statutory Reports (Non-Voting) 3


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Approve Discharge of Directors 5

Mgmt For For Approve Discharge of Auditor 6

Mgmt For For Approve Remuneration of Directors 7

Mgmt For For Approve Auditors' Remuneration 8

Mgmt Against For Approve Stock Option Plans Re: Options Barco 12 - CEO 2019, Options Barco 12 - Personnel 2019

9


Barco NV


Meeting Type: Special Ticker: BAR


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Special Meeting Agenda Mgmt

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

1

Voter Rationale: The company set a maximum annual repurchase limit of 5% of the issued capital per year. Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company. In addition, shares should not be repurchased at a premium/discount to the market price of more than 10%.

Page 18 of 185



BCE, Inc.

Meeting Date: 05/02/2019 Country: Canada

Meeting Type: Annual Ticker: BCE

Primary ISIN: CA05534B7604 Primary SEDOL: B188TH2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Barry K. Allen Mgmt For For

Mgmt For For Elect Director Sophie Brochu 1.2

Mgmt For For Elect Director Robert E. Brown 1.3

Mgmt For For Elect Director George A. Cope 1.4

Mgmt For For Elect Director David F. Denison 1.5

Mgmt For For Elect Director Robert P. Dexter 1.6

Mgmt For For Elect Director Ian Greenberg 1.7

Voter Rationale: Given that it is over 5 years since Ian Greenberg joined the board following the acquisition of Astral and that these assets now represent less than 5% of the business, we no longer have concerns over his former executive role at Astral and his now non-executive role on the audit committee.

Mgmt For For Elect Director Katherine Lee 1.8

Mgmt For For Elect Director Monique F. Leroux 1.9

Mgmt For For Elect Director Gordon M. Nixon 1.10

Mgmt For For Elect Director Calin Rovinescu 1.11

Mgmt For For Elect Director Karen Sheriff 1.12

Mgmt For For Elect Director Robert C. Simmonds 1.13

Mgmt For For Elect Director Paul R. Weiss 1.14

Mgmt For For Ratify Deloitte LLP as Auditors 2


Mgmt Against For Advisory Vote on Executive Compensation Approach

3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

BKW AG

Meeting Date: 05/24/2019 Country: Switzerland

Meeting Type: Annual Ticker: BKW

Primary ISIN: CH0130293662 Primary SEDOL: B76D410

Page 19 of 185



BKW AG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory

Reports Mgmt For For


Voter Rationale: A vote AGAINST the remuneration report is warranted because: * Members of the executive management team receive fixed grants of shares without performance conditions as their sole form of long-term compensation. * The STI components do not contain exact weightings and the target level is not disclosed.

Mgmt For For Approve Discharge of Board and Senior

Management 3


CHF 1.80 per Share 4

Mgmt For For Approve Remuneration of Directors in the

Amount of CHF 1.2 Million 5.1

Mgmt For For Approve Remuneration of Executive Committee

in the Amount of CHF 8.8 Million 5.2

Mgmt For For Reelect Urs Gasche as Director 6.1.1

Mgmt For For Reelect Hartmut Geldmacher as Director 6.1.2

Mgmt For For Reelect Kurt Schaer as Director 6.1.3

Mgmt For For Reelect Roger Baillod as Director 6.1.4

Mgmt For For Elect Carole Ackermann as Director 6.1.5

Mgmt For For Elect Rebecca Guntern as Director 6.1.6

Mgmt For For Reelect Urs Gasche as Board Chairman 6.2

Mgmt Against For Reappoint Urs Gasche as Member of the

Compensation and Nomination Committee 6.3.1

Voter Rationale: Votes AGAINST Urs Gasche and Andreas Rickenbacker as members of the compensation committee are warranted due to the board's failure to establish a majority-independent compensation committee. Votes FOR all the remaining directors are warranted.

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

6.3.2

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

6.3.3

Voter Rationale: Votes AGAINST Urs Gasche and Andreas Rickenbacker as members of the compensation committee are warranted due to the board's failure to establish a majority-independent compensation committee. Votes FOR all the remaining directors are warranted.

Mgmt For For Designate Andreas Byland as Independent Proxy

6.4

Mgmt For For Ratify Ernst & Young AG as Auditors 6.5

Page 20 of 185



BKW AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Transact Other Business (Voting) 7

Voter Rationale: A vote AGAINST is warranted because: * This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and * The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.

Black Hills Corp.


Meeting Type: Annual Ticker: BKH


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Linden R. Evans Mgmt For For


Mgmt For For Elect Director Robert P. Otto 1.2

Mgmt For For Elect Director Mark A. Schober 1.3

Mgmt Withhold For Elect Director Thomas J. Zeller 1.4

Mgmt For For Ratify Deloitte & Touche LLP as Auditor 2



Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Cache Logistics Trust

Meeting Date: 04/22/2019 Country: Singapore

Meeting Type: Annual Ticker: K2LU

Primary ISIN: SG1Z70955880 Primary SEDOL: B521L46

Page 21 of 185



Cache Logistics Trust

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

Mgmt For For


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

2

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

3

Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.

Canadian Apartment Properties Real Estate Investment Trust


Meeting Type: Annual/Special Ticker: CAR.UN

Primary ISIN: CA1349211054 Primary SEDOL: 2117599

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Trustee Harold Burke Mgmt For For

Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In this instance we note that ERES is now majority owned by the company and therefore not considered to count as a full outside position. In addition, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.

Mgmt For For Elect Trustee Gina Parvaneh Cody 1.2

Mgmt For For Elect Trustee Paul Harris 1.3

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.

Mgmt For For Elect Trustee Mark Kenney 1.4

Mgmt For For Elect Trustee Poonam Puri 1.5

Mgmt For For Elect Trustee Jamie Schwartz 1.6

Page 22 of 185



Canadian Apartment Properties Real Estate Investment Trust Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Trustee Michael Stein 1.7

Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time. In this instance we note that ERES is now majority owned by the company and therefore not considered to count as a full outside position. In addition, given Cliffside Capital's very small market cap and predominately finance based operations, we do not consider this to be a full-time position either.

Mgmt For For Elect Trustee Elaine Todres 1.8



Mgmt For For Advisory Vote on Executive Compensation Approach

3

Mgmt For For Approve Unitholders Rights Plan 4

Voter Rationale: The key definitions in this plan meet "new generation" guidelines.

Canadian Tire Corporation Limited


Meeting Type: Annual Ticker: CTC.A


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Meeting for Class A Non-Voting Shareholders Mgmt

Mgmt Withhold For Elect Director Pierre Boivin 1.1

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

Mgmt Withhold For Elect Director James L. Goodfellow 1.2


Mgmt Withhold For Elect Director Norman Jaskolka 1.3


Page 23 of 185



Capstead Mortgage Corporation


Meeting Type: Annual Ticker: CMO

Primary ISIN: US14067E5069 Primary SEDOL: 2771984

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director John L. "Jack" Bernard Mgmt For For

Mgmt Against For Elect Director Jack Biegler 1.2


Mgmt For For Elect Director Michelle P. Goolsby 1.3

Mgmt Against For Elect Director Gary Keiser 1.4


Mgmt Against For Elect Director Christopher W. Mahowald 1.5

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Director Michael G. O'Neil 1.6

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Phillip A. Reinsch 1.7

Mgmt Against For Elect Director Mark S. Whiting 1.8



2

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

Page 24 of 185



Capstead Mortgage Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Ratify Ernst & Young LLP as Auditor 3


Cawachi Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt Against For Elect Director Kawachi, Shinji 2.1

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

Mgmt For For Elect Director Komatsu, Yoritsugu 2.2

Mgmt For For Elect Director Okubo, Katsuyuki 2.3

Mgmt For For Elect Director Miyahara, Seiji 2.4

Mgmt For For Elect Director Okuyama, Hiromichi 2.5

Mgmt For For Elect Director Watanabe, Rinji 2.6

Mgmt For For Appoint Alternate Statutory Auditor Okayasu, Toshiyuki

3

CenterPoint Energy, Inc.


Meeting Type: Annual Ticker: CNP

Primary ISIN: US15189T1079 Primary SEDOL: 2440637

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Leslie D. Biddle Mgmt For For

Mgmt For For Elect Director Milton Carroll 1b

Page 25 of 185



CenterPoint Energy, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Scott J. McLean 1c

Mgmt For For Elect Director Martin H. Nesbitt 1d

Mgmt For For Elect Director Theodore F. Pound 1e

Mgmt For For Elect Director Scott M. Prochazka 1f

Mgmt For For Elect Director Susan O. Rheney 1g

Mgmt For For Elect Director Phillip R. Smith 1h

Mgmt For For Elect Director John W. Somerhalder, II 1i

Mgmt Against For Elect Director Peter S. Wareing 1j

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




3

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

Chemed Corporation


Meeting Type: Annual Ticker: CHE


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Kevin J. McNamara Mgmt For For

Mgmt Against For Elect Director Joel F. Gemunder 1.2

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 26 of 185



Chemed Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Patrick P. Grace 1.3


Mgmt For For Elect Director Thomas C. Hutton 1.4

Mgmt Against For Elect Director Walter L. Krebs 1.5

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. Former employees or company founders are not sufficiently independent to serve on key board committees. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Andrea R. Lindell 1.6

Mgmt For For Elect Director Thomas P. Rice 1.7

Mgmt Against For Elect Director Donald E. Saunders 1.8

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. Former employees or company founders are not sufficiently independent to serve on key board committees. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Director George J. Walsh, III 1.9

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Director Frank E. Wood 1.10


Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditor 2




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

Page 27 of 185



Chemed Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

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.

Chow Sang Sang Holdings International Limited

Meeting Date: 05/31/2019 Country: Bermuda


Primary ISIN: BMG2113M1203 Primary SEDOL: 6193681

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Approve Final Dividend 2

Mgmt For For Elect Winston Chow Wun Sing as Director 3.1

Mgmt Against For Elect Stephen Ting Leung Huel as Director 3.2

Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Stephen Lau Man Lung as Director 3.3

Mgmt For For Authorize Board to Fix Remuneration of

Directors 4

Mgmt For For Approve Ernst & Young as Auditor and Authorize

Board to Fix Their Remuneration 5

Mgmt For For Authorize Repurchase of Issued Share Capital 6A

Mgmt Against For Approve Issuance of Equity or Equity-Linked

Securities without Preemptive Rights 6B


Mgmt Against For Authorize Reissuance of Repurchased Shares 6C

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

Page 28 of 185



Cigna Corporation


Meeting Type: Annual Ticker: CI

Primary ISIN: US1255231003 Primary SEDOL: BHJ0775

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director David M. Cordani Mgmt For For

Mgmt For For Elect Director William J. DeLaney 1.2

Mgmt For For Elect Director Eric J. Foss 1.3

Mgmt For For Elect Director Elder Granger 1.4

Mgmt For For Elect Director Isaiah Harris, Jr. 1.5

Mgmt Against For Elect Director Roman Martinez, IV 1.6


Mgmt For For Elect Director Kathleen M. Mazzarella 1.7

Mgmt For For Elect Director Mark B. McClellan 1.8

Mgmt For For Elect Director John M. Partridge 1.9

Mgmt For For Elect Director William L. Roper 1.10

Mgmt For For Elect Director Eric C. Wiseman 1.11

Mgmt For For Elect Director Donna F. Zarcone 1.12

Mgmt Against For Elect Director William D. Zollars 1.13



2

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Moreover, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.



SH Against Against Provide Right to Act by Written Consent 4

Voter Rationale: Given that the company has enabled proxy access, this proposal is not considered necessary.

SH Report on Cyber Risk *Withdrawn Resolution* 5

Page 29 of 185



Cigna Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH For Against Report on Gender Pay Gap 6

Voter Rationale: The proposed enhanced disclosure would help the board and shareholders better assess existing and potential future risks related to human capital management.

CITIC Telecom International Holdings Ltd.

Meeting Date: 05/15/2019 Country: Hong Kong


Primary ISIN: HK1883037637 Primary SEDOL: B1VKZ88

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Elect Xin Yue Jiang as Director 3a

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

Mgmt For For Elect Luo Ning as Director 3b


Mgmt Against For Elect Fei Yiping as Director 3c

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

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

4

Voter Rationale: We do not currently advocate a specific term limit for auditors, but we are increasingly aware that there is value in gaining new perspectives on finances and controls. Companies who have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

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

5


Mgmt For For Authorize Repurchase of Issued Share Capital 6

Mgmt Against For Authorize Reissuance of Repurchased Shares 7


Page 30 of 185



City Holding Co.


Meeting Type: Annual Ticker: CHCO


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Charles W. Fairchilds Mgmt For Against

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

Mgmt Against For Elect Director William H. File, III 1.2

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Director Tracy W. Hylton, II 1.3

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

Mgmt Against For Elect Director C. Dallas Kayser 1.4

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Against For Elect Director Sharon H. Rowe 1.5

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.

Page 31 of 185



City Holding Co. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Thomas L. Burnette 1.6



2

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

CK Infrastructure Holdings Limited



Primary ISIN: BMG2178K1009 Primary SEDOL: BYVS6J1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Elect Kam Hing Lam as Director 3.1

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

Mgmt For For Elect Ip Tak Chuen, Edmond as Director 3.2

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

Mgmt For For Elect Frank John Sixt as Director 3.3

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

Mgmt Against For Elect Kwok Eva Lee as Director 3.4

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

Page 32 of 185



CK Infrastructure Holdings Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Lan Hong Tsung, David as Director 3.5

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

Mgmt Against For Elect George Colin Magnus as Director 3.6

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

Mgmt Against For Approve Deloitte Touche Tohmatsu as Auditor and Authorize Board to Fix Their Remuneration

4

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.


5.1


Mgmt For For Authorize Repurchase of Issued Share Capital 5.2

Mgmt Against For Authorize Reissuance of Repurchased Shares 5.3


CLP Holdings Ltd.



Primary ISIN: HK0002007356 Primary SEDOL: 6097017

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports

Mgmt For For

Mgmt For For Elect Philip Lawrence Kadoorie as Director 2a

Mgmt For For Elect May Siew Boi Tan as Director 2b

Mgmt For For Elect John Andrew Harry Leigh as Director 2c

Mgmt For For Elect Richard Kendall Lancaster as Director 2d

Mgmt For For Elect Zia Mody as Director as Director 2e

Page 33 of 185



CLP Holdings Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Geert Herman August Peeters as Director 2f

Mgmt For For Approve PricewaterhouseCoopers as Auditor

and Authorize Board to Fix Their Remuneration 3

Mgmt For For Approve Revised Levels of Remuneration

Payable to the Directors 4

Mgmt For For Approve Issuance of Equity or Equity-Linked

Securities without Preemptive Rights 5


Colgate-Palmolive Company


Meeting Type: Annual Ticker: CL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Charles A. Bancroft Mgmt For For

Mgmt For For Elect Director John P. Bilbrey 1b

Mgmt Against For Elect Director John T. Cahill 1c

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

Mgmt For For Elect Director Ian Cook 1d

Mgmt For For Elect Director Lisa M. Edwards 1e

Mgmt For For Elect Director Helene D. Gayle 1f

Mgmt For For Elect Director C. Martin Harris 1g

Mgmt For For Elect Director Lorrie M. Norrington 1h

Mgmt For For Elect Director Michael B. Polk 1i

Mgmt For For Elect Director Stephen I. Sadove 1j

Mgmt For For Elect Director Noel R. Wallace 1k


Page 34 of 185



Colgate-Palmolive Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



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

Mgmt Against For Approve Omnibus Stock Plan 4

Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.



Consolidated Edison, Inc.


Meeting Type: Annual Ticker: ED


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director George Campbell, Jr. Mgmt For Against

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

Mgmt For For Elect Director Ellen V. Futter 1.2

Mgmt For For Elect Director John F. Killian 1.3

Mgmt For For Elect Director John McAvoy 1.4


Mgmt For For Elect Director William J. Mulrow 1.5

Mgmt For For Elect Director Armando J. Olivera 1.6

Mgmt For For Elect Director Michael W. Ranger 1.7

Mgmt For For Elect Director Linda S. Sanford 1.8

Mgmt For For Elect Director Deirdre Stanley 1.9

Page 35 of 185



Consolidated Edison, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director L. Frederick Sutherland 1.10





3


Crombie Real Estate Investment Trust


Meeting Type: Annual Ticker: CRR.UN

Primary ISIN: CA2271071094 Primary SEDOL: B11YBV5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Trustee Paul V. Beesley Mgmt For For

Mgmt For For Elect Trustee Donald E. Clow 1.2

Mgmt For For Elect Trustee John C. Eby 1.3

Mgmt For For Elect Trustee J. Michael Knowlton 1.4

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

Mgmt For For Elect Trustee Barbara Palk 1.5

Mgmt For For Elect Trustee Jason P. Shannon 1.6

Mgmt For For Elect Trustee Elisabeth Stroback 1.7


Mgmt For For Authorize Trustees to Fix Remuneration of

Auditors 3

Mgmt For For Advisory Vote on Executive Compensation

Approach 4

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In this instance we note that the relative TSR measure only comprises a third of targets and that threshold vesting at 0.0x is lower than what is typically seen in Canadian market. Accordingly we will keep this under review.

Page 36 of 185



Designer Brands Inc.


Meeting Type: Annual Ticker: DBI

Primary ISIN: US2505651081 Primary SEDOL: BJ9J282

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Elaine J. Eisenman Mgmt For For


Mgmt Withhold For Elect Director Joanna T. Lau 1.2


Mgmt Withhold For Elect Director Joseph A. Schottenstein 1.3

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

Mgmt Withhold For Elect Director Ekta Singh-Bushell 1.4





Doutor Nichires Holdings Co., Ltd.



Primary ISIN: JP3639100001 Primary SEDOL: B249GF3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Elect Director Obayashi, Hirofumi 2.1

Page 37 of 185



Doutor Nichires Holdings Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Hoshino, Masanori 2.2

Mgmt Against For Elect Director Kidaka, Takafumi 2.3


Mgmt Against For Elect Director Takebayashi, Motoya 2.4


Mgmt Against For Elect Director Hashimoto, Kunio 2.5


Mgmt Against For Elect Director Kanno, Masahiro 2.6


Mgmt Against For Elect Director Goda, Tomoyo 2.7


Mgmt Against For Elect Director Sekine, Kazuhiro 2.8


Mgmt For For Elect Director Kono, Masaharu 2.9

Mgmt Against For Elect Director Otsuka, Azuma 2.10


Mgmt For For Appoint Statutory Auditor Miyabayashi, Tetsuo 3.1

Mgmt For For Appoint Statutory Auditor Kawasaki, Yoshinori 3.2

Mgmt For For Appoint Statutory Auditor Asai, Hiroshi 3.3

Mgmt For For Appoint Statutory Auditor Matsumoto, Seizo 3.4


DTE Energy Company


Meeting Type: Annual Ticker: DTE


Page 38 of 185



DTE Energy Company

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Gerard M. Anderson Mgmt For For

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director David A. Brandon 1.2

Mgmt For For Elect Director W. Frank Fountain, Jr. 1.3

Mgmt For For Elect Director Charles G. McClure, Jr. 1.4

Mgmt For For Elect Director Gail J. McGovern 1.5

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review

Mgmt For For Elect Director Mark A. Murray 1.6

Mgmt For For Elect Director Ruth G. Shaw 1.7

Mgmt For For Elect Director Robert C. Skaggs, Jr. 1.8

Mgmt For For Elect Director David A. Thomas 1.9

Mgmt For For Elect Director James H. Vandenberghe 1.10

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review

Mgmt For For Elect Director Valerie M. Williams 1.11


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

3






Page 39 of 185



DyDo Group Holdings, Inc.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Mgmt Against For Elect Director Takamatsu, Tomiya 2.1


Mgmt Against For Elect Director Takamatsu, Tomihiro 2.2


Mgmt For For Elect Director Tonokatsu, Naoki 2.3

Mgmt For For Elect Director Nishiyama, Naoyuki 2.4

Mgmt For For Elect Director Mori, Shinji 2.5

Mgmt For For Elect Director Inoue, Masataka 2.6

Mgmt For For Appoint Statutory Auditor Hasegawa, Kazuyoshi 3.1

Mgmt For For Appoint Statutory Auditor Moriuchi, Shigeyuki 3.2

Mgmt For For Appoint Statutory Auditor Watanabe, Kiyoshi 3.3

Dynex Capital, Inc.


Meeting Type: Annual Ticker: DX

Primary ISIN: US26817Q5062 Primary SEDOL: 2718680

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Byron L. Boston Mgmt For For

Mgmt For For Elect Director Michael R. Hughes 1.2

Mgmt Against For Elect Director Barry A. Igdaloff 1.3


Mgmt For For Elect Director Valerie A. Mosley 1.4

Page 40 of 185



Dynex Capital, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Robert A. Salcetti 1.5

Mgmt For For Elect Director David H. Stevens 1.6



Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, severance payments should not exceed two yearâ??s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Approve Reverse Stock Split 3

Mgmt For For Reduce Authorized Common Stock 4

Mgmt For For Ratify BDO USA, LLP as Auditors 5

Elia System Operator SA/NV


Meeting Type: Annual/Special Ticker: ELI

Primary ISIN: BE0003822393 Primary SEDOL: B09M9F4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Annual/Special Meeting Mgmt


Mgmt Receive Directors' Reports (Non-Voting) 1

Mgmt Receive Auditors' Reports (Non-Voting) 2

Mgmt For For Approve Financial Statements and Allocation of

Income 3



Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Mgmt Receive Directors' Report on Consolidated Financial Statements

5

Mgmt Receive Auditors' Report on Consolidated Financial Statements

6

Page 41 of 185



Elia System Operator SA/NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Mgmt For For Approve Discharge of Auditors 9

Mgmt Transact Other Business 10


Mgmt Receive Special Board Report Re: Article 604 of

the Companies Code 1

Mgmt Against For Approve Authorization to Increase Share Capital

With or Without Preemptive Rights 2

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

Mgmt For For Approve Article 24.4 Re: Electronic Means of Communication

3

Mgmt For For Authorize Filing of Required Documents/Formalities at Trade Registry

4

Empiric Student Property PLC

Meeting Date: 05/02/2019 Country: United Kingdom

Meeting Type: Annual Ticker: ESP

Primary ISIN: GB00BLWDVR75 Primary SEDOL: BLWDVR7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Approve Remuneration Report 2

Mgmt For For Approve Remuneration Policy 3

Mgmt For For Reappoint BDO LLP as Auditors 4

Mgmt For For Authorise Board to Fix Remuneration of Auditors 5

Mgmt For For Approve Dividend Policy 6

Mgmt For For Elect Mark Pain as Director 7

Mgmt For For Elect Alice Avis as Director 8

Mgmt For For Re-elect Timothy Attlee as Director 9

Mgmt For For Re-elect Lynne Fennah as Director 10

Page 42 of 185



Empiric Student Property PLC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Jim Prower as Director 11

Mgmt For For Re-elect Stuart Beevor as Director 12

Mgmt For For Authorise Issue of Equity 13

Mgmt For For Authorise Issue of Equity without Pre-emptive

Rights 14

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

15

Mgmt For For Authorise Market Purchase of Ordinary Shares 16

Mgmt For For Authorise the Company to Call General Meeting

with Two Weeks' Notice 17

Mgmt For For Approve Cancellation of Share Premium Account 18

Mgmt For For Approve Transfer of the Company's Category of Listing from a Premium Listing (Investment Company) to a Premium Listing (Commercial Company)

19

Entergy Corporation


Meeting Type: Annual Ticker: ETR

Primary ISIN: US29364G1031 Primary SEDOL: 2317087

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director John R. Burbank Mgmt For For

Mgmt For For Elect Director Patrick J. Condon 1b

Mgmt For For Elect Director Leo P. Denault 1c


Mgmt For For Elect Director Kirkland H. Donald 1d

Mgmt For For Elect Director Philip L. Frederickson 1e

Page 43 of 185



Entergy Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Alexis M. Herman 1f

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

Mgmt For For Elect Director M. Elise Hyland 1g

Mgmt Against For Elect Director Stuart L. Levenick 1h

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

Mgmt For For Elect Director Blanche Lambert Lincoln 1i


Mgmt For For Elect Director Karen A. Puckett 1j



3

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, severance payments should not exceed two yearâ??s pay. Larger severance packages should be subject to a separate shareholder approval.


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Europris ASA

Meeting Date: 05/23/2019 Country: Norway

Meeting Type: Annual Ticker: EPR

Primary ISIN: NO0010735343 Primary SEDOL: BZ07696

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt

Mgmt Registration of Attending Shareholders and Proxies

2

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

3

Page 44 of 185



Europris ASA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Notice of Meeting and Agenda 4

Mgmt Presentation of Business Activities 5

Mgmt For For Accept Financial Statements and Statutory

Reports 6

Mgmt For For Approve Dividends of NOK 1.85 Per Share 7

Mgmt For For Approve Remuneration Policy And Other Terms of Employment For Executive Management (Advisory)

8a

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

8b

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


Mgmt For For Approve Remuneration of Auditors 10

Mgmt For For Elect Tom Vidar Rygh (Chair) as Director 11a

Mgmt For For Elect Karl Svensson as Director 11b

Mgmt For For Elect Hege Bomark as Director 11c


Mgmt For For Elect Bente Sollid Storehaug as Director 11d

Mgmt For For Elect Tone Fintland as Director 11e

Mgmt For For Elect Claus Juel-Jensen as Director 11f

Mgmt For For Elect Tom Rathke as Member of Nominating Committee

12a

Mgmt For For Approve Remuneration of Members of Nominating Committee

12b

Mgmt For For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased

Shares

13

Mgmt For For Approve Creation of NOK 16.7 Million Pool of Capital without Preemptive Rights

14

Page 45 of 185



Evergy, Inc.


Meeting Type: Annual Ticker: EVRG

Primary ISIN: US30034W1062 Primary SEDOL: BFMXGR0

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Terry Bassham Mgmt For For

Mgmt For For Elect Director Mollie Hale Carter 1.2

Mgmt For For Elect Director Charles Q. Chandler, IV 1.3

Mgmt For For Elect Director Gary D. Forsee 1.4

Mgmt For For Elect Director Scott D. Grimes 1.5

Mgmt For For Elect Director Richard L. Hawley 1.6

Mgmt For For Elect Director Thomas D. Hyde 1.7

Mgmt For For Elect Director B. Anthony Isaac 1.8

Mgmt For For Elect Director Sandra A.J. Lawrence 1.9

Mgmt For For Elect Director Ann D. Murtlow 1.10

Mgmt For For Elect Director Sandra J. Price 1.11

Mgmt For For Elect Director Mark A. Ruelle 1.12

Mgmt For For Elect Director John J. Sherman 1.13

Mgmt For For Elect Director S. Carl Soderstrom, Jr. 1.14

Mgmt For For Elect Director John Arthur Stall 1.15


2


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


Exantas Capital Corp.


Meeting Type: Annual Ticker: XAN

Primary ISIN: US30068N1054 Primary SEDOL: BF5DVX8

Page 46 of 185



Exantas Capital Corp.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Walter T. Beach Mgmt For Against

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval

Mgmt For For Elect Director Jeffrey P. Cohen 1b

Mgmt For For Elect Director Andrew L. Farkas 1c


Mgmt Against For Elect Director William B. Hart 1d

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval

Mgmt For For Elect Director Gary Ickowicz 1e

Mgmt For For Elect Director Steven J. Kessler 1f

Mgmt Against For Elect Director Murray S. Levin 1g

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover. changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval

Mgmt Against For Elect Director P. Sherrill Neff 1h


Mgmt For For Elect Director Henry R. Silverman 1i

Mgmt For For Elect Director Stephanie H. Wiggins 1j

Page 47 of 185



Exantas Capital Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt Against For Amend Omnibus Stock Plan 3

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. In addition, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Ratify Grant Thornton LLP as Auditors 4

Exelon Corporation


Meeting Type: Annual Ticker: EXC

Primary ISIN: US30161N1019 Primary SEDOL: 2670519

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Anthony K. Anderson Mgmt For For

Mgmt For For Elect Director Ann C. Berzin 1b

Mgmt For For Elect Director Laurie Brlas 1c

Mgmt For For Elect Director Christopher M. Crane 1d

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

Mgmt For For Elect Director Nicholas DeBenedictis 1f

Page 48 of 185



Exelon Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Linda P. Jojo 1g

Mgmt For For Elect Director Paul L. Joskow 1h

Mgmt For For Elect Director Robert J. Lawless 1i

Mgmt For For Elect Director Richard W. Mies 1j

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


Mgmt Against For Elect Director Stephen D. Steinour 1l


Mgmt For For Elect Director John F. Young 1m



3

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

SH Against Against Report on Costs and Benefits of Environment-related Activities

4

Voter Rationale: We consider the company's decision to divest from coal to be in the best interest of shareholders as the company looks to make itself more climate resilient.

Expeditors International of Washington, Inc.


Meeting Type: Annual Ticker: EXPD


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Robert R. Wright Mgmt For For

Mgmt For For Elect Director Glenn M. Alger 1.2

Mgmt For For Elect Director Robert P. Carlile 1.3

Mgmt For For Elect Director James M. "Jim" DuBois 1.4

Page 49 of 185



Expeditors International of Washington, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Mark A. Emmert 1.5

Mgmt For For Elect Director Diane H. Gulyas 1.6

Mgmt For For Elect Director Richard B. McCune 1.7

Mgmt For For Elect Director Alain Monie 1.8

Mgmt For For Elect Director Jeffrey S. Musser 1.9

Mgmt For For Elect Director Liane J. Pelletier 1.10




Mgmt For For Amend Qualified Employee Stock Purchase Plan 3

Mgmt For For Ratify KPMG LLP as Auditors 4




First Defiance Financial Corp.


Meeting Type: Annual Ticker: FDEF

Primary ISIN: US32006W1062 Primary SEDOL: 2356701

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director John L. Bookmyer Mgmt For Withhold

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Elect Director Terri A. Bettinger 1.2

Mgmt For For Elect Director Thomas K. Herman 1.3

Page 50 of 185



First Defiance Financial Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Thomas A. Reineke 1.4



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


Mgmt For For Eliminate Supermajority Vote Requirement to Amend the Code of Regulations

4

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

Mgmt For For Eliminate Supermajority Vote Requirement to Amend the Code of Regulations

5

Mgmt For For Eliminate Supermajority Vote Requirement to Amend Articles of Incorporation

6


Mgmt For For Eliminate Supermajority Vote Requirement to Approve Certain Business Combinations

7


Mgmt For For Ratify Crowe LLP as Auditors 8

Genesco Inc.


Meeting Type: Annual Ticker: GCO


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Joanna Barsh Mgmt For For


Mgmt Withhold For Elect Director James W. Bradford 1.2

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, this director is not sufficiently independent to serve as the independent lead director.

Page 51 of 185



Genesco Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Robert J. Dennis 1.3

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Also, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt Withhold For Elect Director Matthew C. Diamond 1.4

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Withhold For Elect Director Marty G. Dickens 1.5

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Thurgood Marshall, Jr. 1.6

Mgmt Withhold For Elect Director Kathleen Mason 1.7

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Withhold For Elect Director Kevin P. McDermott 1.8




Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two yearâ??s pay. Larger severance packages should be subject to a separate shareholder approval. In additin, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Page 52 of 185



Genworth MI Canada Inc.


Meeting Type: Annual Ticker: MIC

Primary ISIN: CA37252B1022 Primary SEDOL: B3NWJQ2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Andrea Bolger Mgmt For For

Mgmt For For Elect Director Sharon Giffen 1.2

Mgmt For For Elect Director Rohit Gupta 1.3


Mgmt For For Elect Director Sidney Horn 1.4

Mgmt For For Elect Director Brian Hurley 1.5

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

Mgmt For For Elect Director Stuart Levings 1.6

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

Mgmt For For Elect Director Neil Parkinson 1.7


Mgmt For For Elect Director Rajinder Singh 1.8


Mgmt For For Elect Director Jerome Upton 1.9


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

2

GEO Holdings Corp.




Page 53 of 185



GEO Holdings Corp.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Elect Director Endo, Yuzo 2.1

Mgmt Against For Elect Director Yoshikawa, Yasushi 2.2


Mgmt Against For Elect Director Kosaka, Masaaki 2.3


Mgmt Against For Elect Director Imai, Noriyuki 2.4


Mgmt Against For Elect Director Kubo, Koji 2.5


Mgmt For For Elect Director Ogino, Tsunehisa 2.6

Mgmt For For Elect Director Yasuda, Kana 2.7

Mgmt For For Appoint Statutory Auditor Ota, Hiroyuki 3

Mgmt Against For Approve Stock Option Plan 4

Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

George Weston Limited


Meeting Type: Annual Ticker: WN


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Paviter S. Binning, Mgmt For For

Mgmt For For Elect Director Andrew A. Ferrier 1.2

Mgmt For For Elect Director Nancy H.O. Lockhart 1.3

Page 54 of 185



George Weston Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Sarabjit S. Marwah 1.4

Mgmt For For Elect Director Gordon M. Nixon 1.5

Mgmt For For Elect Director J. Robert S. Prichard 1.6

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. Given the board refreshment that we have seen during the year under review, we are supportive at this time. However, we anticipate keeping this matter under review and not supporting in future years unless refreshment continues.

Mgmt For For Elect Director Robert Sawyer 1.7

Mgmt For For Elect Director Christi Strauss 1.8

Mgmt For For Elect Director Barbara Stymiest 1.9


Mgmt For For Elect Director Alannah Weston 1.10

Mgmt For For Elect Director Galen G. Weston 1.11

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Furthermore, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.


2


Mgmt For For Advisory Vote on Executive Compensation

Approach 3

Voter Rationale: We welcome the increase of the portion of equity with performance targets attached which will be 50% for 2019 onwards. We continue to hold that incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Gimv NV


Meeting Type: Annual Ticker: GIMB


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Receive Directors' Report (Non-Voting) 1

Page 55 of 185



Gimv NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Receive Auditors' Report (Non-Voting) 2







Mgmt For For Approve Discharge of Auditor 7

Mgmt For For Elect Hilde Laga as Director 8a


Mgmt Against For Elect Marc Descheemaecker as Director 8b


Mgmt For For Elect Karel Plasman as Director 8c

Mgmt For For Elect Geert Peeters as Director 8d

Mgmt Against For Elect Brigitte Boone as Director 8e


Mgmt For For Ratify BDO CVBA as Auditors and Approve Auditors' Remuneration

9



Giordano International Limited



Primary ISIN: BMG6901M1010 Primary SEDOL: 6282040

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt For For Elect Mark Alan Loynd as Director 3a

Page 56 of 185



Giordano International Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Barry John Buttifant as Director 3b

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

Mgmt For For Elect Alison Elizabeth Lloyd as Director 3c

Mgmt For For Authorize Board to Fix Remuneration of Directors

4

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

5


6

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


Mgmt For For Adopt New Bye-Laws 8

Great-West Lifeco, Inc.


Meeting Type: Annual Ticker: GWO

Primary ISIN: CA39138C1068 Primary SEDOL: 2384951

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Meeting for Common and First Preferred

Shareholders Mgmt

Mgmt For For Elect Director Michael R. Amend 1.1

Mgmt For For Elect Director Deborah J. Barrett 1.2

Mgmt For For Elect Director Heather E. Conway 1.3

Mgmt Withhold For Elect Director Marcel R. Coutu 1.4

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 For For Elect Director Andre Desmarais 1.5


Page 57 of 185



Great-West Lifeco, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Paul Desmarais, Jr. 1.6

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

Mgmt For For Elect Director Gary A. Doer 1.7

Mgmt For For Elect Director David G. Fuller 1.8

Mgmt For For Elect Director Claude Genereux 1.9


Mgmt For For Elect Director J. David A. Jackson 1.10

Mgmt For For Elect Director Elizabeth C. Lempres 1.11

Mgmt For For Elect Director Paula B. Madoff 1.12

Mgmt For For Elect Director Paul A. Mahon 1.13

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

Mgmt For For Elect Director Susan J. McArthur 1.14

Mgmt For For Elect Director R. Jeffrey Orr 1.15

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

Mgmt For For Elect Director Donald M. Raymond 1.16

Mgmt For For Elect Director T. Timothy Ryan 1.17

Mgmt For For Elect Director Jerome J. Selitto 1.18

Mgmt For For Elect Director James M. Singh 1.19

Mgmt For For Elect Director Gregory D. Tretiak 1.20


Mgmt For For Elect Director Siim A. Vanaselja 1.21


Mgmt For For Elect Director Brian E. Walsh 1.22

Page 58 of 185



Great-West Lifeco, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Greggs Plc


Meeting Type: Annual Ticker: GRG

Primary ISIN: GB00B63QSB39 Primary SEDOL: B63QSB3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Reappoint KPMG Audit plc as Auditors 2





Mgmt For For Re-elect Ian Durant as Director 5

Mgmt For For Re-elect Roger Whiteside as Director 6

Mgmt For For Re-elect Richard Hutton as Director 7

Mgmt For For Re-elect Dr Helena Ganczakowski as Director 8

Mgmt For For Re-elect Peter McPhillips as Director 9

Mgmt For For Re-elect Sandra Turner as Director 10




Rights 13


Mgmt For For Approve Performance Share Plan 15

Mgmt For For Approve SAYE Option Plan 16

Page 59 of 185



Greggs Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Hang Seng Bank Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect John C C Chan as Director 2a

Mgmt Against For Elect Eric K C Li as Director 2b

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

Mgmt For For Elect Vincent H S Lo as Director 2c

Mgmt For For Approve PricewaterhouseCoopers as Auditors






Hansteen Holdings Plc


Meeting Type: Annual Ticker: HSTN

Primary ISIN: GB00B0PPFY88 Primary SEDOL: B0PPFY8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Page 60 of 185



Hansteen Holdings Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt For For Re-elect Ian Watson as Director 4

Mgmt For For Re-elect Morgan Jones as Director 5

Mgmt For For Re-elect Rick Lowes as Director 6

Mgmt For For Re-elect Melvyn Egglenton as Director 7

Voter Rationale: At least half the board (33% for controlled companies) , excluding the chair, should be non-executive directors whom are considered to be independent. Given the 2018 UK Governance Code Upodates, we encourage the chiarman to consider addressing the balance of the board.

Mgmt For For Re-elect David Rough as Director 8

Mgmt For For Re-elect Jim Clarke as Director 9

Mgmt For For Reappoint Deloitte LLP as Auditors 10


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

11


Mgmt For For Authorise EU Political Donations and

Expenditure 12



Rights 14


15




Hawaiian Electric Industries, Inc.


Meeting Type: Annual Ticker: HE


Page 61 of 185



Hawaiian Electric Industries, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Thomas B. Fargo Mgmt For For

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Elect Director William James Scilacci, Jr. 1.2


Mgmt For For Elect Director Celeste A. Connors 1.3


Mgmt For For Elect Director Mary G. Powell 1.4


Mgmt For For Elect Director Jeffrey N. Watanabe 1.5

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.


2

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

Mgmt Against For Amend Non-Employee Director Restricted Stock

Plan 3

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


Page 62 of 185



HEIWADO CO., LTD.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Mgmt For For Elect Director Natsuhara, Hirakazu 2.1

Mgmt For For Elect Director Hiramatsu, Masashi 2.2

Mgmt Against For Elect Director Natsuhara, Kohei 2.3


Mgmt Against For Elect Director Natsuhara, Yohei 2.4


Mgmt Against For Elect Director Tabuchi, Hisashi 2.5


Mgmt Against For Elect Director Fukushima, Shigeru 2.6


Mgmt Against For Elect Director Tanaka, Hitoshi 2.7


Mgmt Against For Elect Director Kosugi, Shigeki 2.8


HK Electric Investments & HK Electric Investments Limited

Meeting Date: 05/15/2019 Country: Cayman Islands


Primary ISIN: HK0000179108 Primary SEDOL: BJ3WDZ1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Page 63 of 185



HK Electric Investments & HK Electric Investments Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Fok Kin Ning, Canning as Director 2a


Mgmt For For Elect Wan Chi Tin as Director 2b


Mgmt Against For Elect Fahad Hamad A H Al-Mohannadi as Director

2c

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

Mgmt For For Elect Chen Daobiao as Director 2d

Mgmt Against For Elect Duan Guangming as Director 2e


Mgmt Against For Elect Deven Arvind Karnik as Director 2f


Mgmt For For Elect Ralph Raymond Shea as Director 2g

Mgmt Against For Approve KPMG as Auditor of the Trust, the Trustee-Manager and the Company and Authorize Board of the Trustee-Manager and

Company to Fix Their Remuneration

3

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


4


Hokkaido Electric Power Co., Inc.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Allocation of Income, With a Final Dividend of JPY 10

Mgmt For For

Page 64 of 185



Hokkaido Electric Power Co., Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Transfer of Electric Transmission and Distribution Operations to Wholly Owned Subsidiary

2

Mgmt For For Amend Articles to Indemnify Directors -

Indemnify Statutory Auditors 3

Mgmt For For Amend Articles to Remove Provisions on

Non-Common Shares 4

Mgmt For For Elect Director Mayumi, Akihiko 5.1

Mgmt For For Elect Director Fujii, Yutaka 5.2

Mgmt Against For Elect Director Sakai, Ichiro 5.3


Mgmt Against For Elect Director Ujiie, Kazuhiko 5.4


Mgmt Against For Elect Director Uozumi, Gen 5.5


Mgmt Against For Elect Director Yabushita, Hiromi 5.6


Mgmt Against For Elect Director Seo, Hideo 5.7


Mgmt Against For Elect Director Funane, Shunichi 5.8


Mgmt Against For Elect Director Matsubara, Hiroki 5.9


Mgmt Against For Elect Director Ueno, Masahiro 5.10


Mgmt For For Elect Director Ichikawa, Shigeki 5.11

Mgmt For For Elect Director Ukai, Mitsuko 5.12

Mgmt Against For Appoint Statutory Auditor Fujii, Fumiyo 6

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.

Page 65 of 185



Hokkaido Electric Power Co., Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Against Against Amend Articles to Promote Dispersed Power

Generation System 7

Voter Rationale: The proposed action is of a kind best left to management under the board's appropriate supervision, rather than leaving it to a shareholder referendum.

SH Against Against Amend Articles to Ban Resumption of Nuclear Power Generation

8

Voter Rationale: The option of nuclear power should not be inflexibly ruled out as the possibility remains that safety and financial findings may show it to be a desirable part of the power generation mix.As a strong possibility still remains that this technology will prove to be a cost effective, safe and reliable component of the generation mix, this is against shareholder interests.

SH Against Against Amend Articles to Ban Recycling of Spent Nuclear Fuels from Tomari Nuclear Power

Station

9

Voter Rationale: The option of nuclear power should not be inflexibly ruled out as the possibility remains that safety and financial findings may show it to be a desirable part of the power generation mix.As a strong possibility still remains that this technology will prove to be a cost effective, safe and reliable component of the generation mix, this is against shareholder interests.

SH Against Against Amend Articles to Develop Crisis Management System, to Be Inspected by Third-Party

10

Voter Rationale: The proposed language is redundant to the utility's current efforts, and thus it is questionable if the addition of the language to the articles would have a meaningful impact on the utility's behavior.

SH Against Against Amend Articles to Promote Sales of Liquefied

Natural Gas 11

Voter Rationale: The proposed action is of a kind best left to management under the board's appropriate supervision, rather than leaving it to a shareholder referendum.

SH Against Against Remove All Incumbent Directors 12

Voter Rationale: The arguments presented do not provide strong evidence justifying removal of all directors from the board.

Hokuto Corp.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Elect Director Mizuno, Masayoshi 2.1

Mgmt Against For Elect Director Takato, Tomio 2.2


Page 66 of 185



Hokuto Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Komatsu, Shigeki 2.3


Mgmt Against For Elect Director Mori, Masahiro 2.4


Mgmt Against For Elect Director Shigeta, Katsumi 2.5


Mgmt Against For Elect Director Inatomi, Satoshi 2.6


Mgmt For For Elect Director Kitamura, Haruo 2.7

Mgmt For For Elect Director Kotake, Takako 2.8

Mgmt Against For Approve Trust-Type Equity Compensation Plan 3

Voter Rationale: Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.

Hong Kong & China Gas Company Limited




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt Against For Elect Colin Lam Ko-yin as Director 3.1

Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Page 67 of 185



Hong Kong & China Gas Company Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Lee Ka-shing as Director 3.2

Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Peter Wong Wai-yee as Director 3.3


Mgmt Against For Elect Moses Cheng Mo-chi as Director 3.4


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

4

Mgmt For For Approve Issuance of Bonus Shares 5.1

Mgmt For For Authorize Repurchase of Issued Share Capital 5.2


5.3


Mgmt Against For Authorize Reissuance of Repurchased Shares 5.4


Mgmt For For Amend Articles of Association 6

Hydro One Limited


Meeting Type: Annual Ticker: H

Primary ISIN: CA4488112083 Primary SEDOL: BYYXJY9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Cherie L. Brant Mgmt For For

Mgmt For For Elect Director Blair Cowper-Smith 1.2

Mgmt For For Elect Director Anne Giardini 1.3

Mgmt For For Elect Director David Hay 1.4

Page 68 of 185



Hydro One Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Timothy E. Hodgson 1.5

Mgmt For For Elect Director Jessica L. McDonald 1.6

Mgmt For For Elect Director Russel C. Robertson 1.7

Mgmt For For Elect Director William H. Sheffield 1.8

Mgmt For For Elect Director Melissa Sonberg 1.9

Mgmt For For Elect Director Thomas D. Woods 1.10

Mgmt For For Approve KPMG LLP as Auditors and Authorize


Inaba Denkisangyo Co., Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Moriya, Yoshihiro 2.1

Mgmt For For Elect Director Kita, Seiichi 2.2

Mgmt Against For Elect Director Edamura, Kohei 2.3


Mgmt Against For Elect Director Iesato, Haruyuki 2.4


Mgmt Against For Elect Director Okuda, Yoshinori 2.5


Mgmt Against For Elect Director Iwakura, Hiroyuki 2.6


Mgmt Against For Elect Director Kitano, Akihiko 2.7


Page 69 of 185



Inaba Denkisangyo Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Tashiro, Hiroaki 2.8


Mgmt Against For Elect Director Shibaike, Tsutomu 2.9


Mgmt For For Elect Director Nakamura, Katsuhiro 2.10

Mgmt For For Elect Director Fujiwara, Tomoe 2.11

Mgmt For For Appoint Statutory Auditor Ito, Yoshiteru 3

Intershop Holding AG


Meeting Type: Annual Ticker: ISN

Primary ISIN: CH0273774791 Primary SEDOL: BW4NR74

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Receive Financial Statements and Statutory

Reports (Non-Voting) Mgmt

Mgmt For For Accept Consolidated Financial Statements and

Statutory Reports 1.2

Mgmt For For Accept Annual Financial Statements 1.3


CHF 22 per Share 1.4

Mgmt For For Approve CHF 1 Million Reduction in Share

Capital via Cancellation of Registered Shares 2.1

Mgmt For For Approve Transfer of CHF 200,000 from Legal

Reserves to Free Reserves 2.2


Management 3


Amount of CHF 400,000 4.1

Mgmt Against For Approve Remuneration of Executive Committee

in the Amount of CHF 3.7 Million 4.2

Voter Rationale: A vote AGAINST this proposal is warranted because - A substantial portion of variable compensation is determined by a discretionary ex-post assessment of the board of directors and is not based on the achievement of defined performance targets or objectives. - The grant of equity compensation to executive management is based on return on equity achieved during the year. The targets do not appear to be challenging in light of the company's past performance. Moreover, share awards are not subject to any further performance conditions after grant.

Page 70 of 185



Intershop Holding AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Dieter Marmet as Director 5.1.1

Mgmt For For Reelect Ernst Schaufelberger as Director 5.1.2

Mgmt For For Elect Kurt Ritz as Director 5.1.3

Mgmt For For Reelect Dieter Marmet as Board Chairman 5.2

Mgmt For For Reappoint Dieter Marmet as Member of the

Compensation Committee 5.3.1

Mgmt For For Reappoint Ernst Schaufelberger as Member of

the Compensation Committee 5.3.2

Mgmt For For Appoint Kurt Ritz as Member of the


Mgmt For For Designate Grendelmeier Jenny & Partner as

Independent Proxy 5.4

Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 5.5


Voter Rationale: A vote AGAINST is warranted because - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.

Intervest Offices & Warehouses SA


Meeting Type: Annual/Special Ticker: INTO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Annual/Special Meeting Mgmt


Mgmt Receive Directors' Reports (Non-Voting) 1







Page 71 of 185



Intervest Offices & Warehouses SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


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

Mgmt For For Approve Discharge of Directors and Auditors 6

Mgmt For For Reelect Jean-Pierre Blumberg, Chris (Christian Jan Maria) Peeters, Marleen Willekens and Jacqueline Heeren-de Rijk as Independent Directors; and Gunther Gielen as Director

7

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.

Mgmt For For Ratify Deloitte as Auditors 8


Mgmt For For Approve Auditors' Remuneration 9


Mgmt For For Approve Change-of-Control Clause Re:

Financing Agreements 10

Mgmt Allow Questions 11


Mgmt Receive Special Board Report Re: Renewal and

Extension of the Authorized Capital I.1

Mgmt Against For Renew Authorization to Increase Share Capital up to 100 Percent by Way of Cash Contributions and Amend Article 7 Accordingly

I.2a1

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 For For If Item I.2a1 is not Approved: Renew Authorization to Increase Share Capital up to 50 Percent by Way of Cash Contributions and

Amend Article 7 Accordingly

I.2a2

Mgmt For For Renew Authorization to Increase Share Capital up to 50 Percent by Distribution of Optional Dividend and Amend Article 7 Accordingly

I.2b1

Mgmt For For If Item I.2b1 is not Approved: Renew Authorization to Increase Share Capital up to 20 Percent by Distribution of Optional Dividend and


I.2b2

Mgmt For For If Items I.2b1 and I.2b2 are not Approved: Renew Authorization to Increase Share Capital up to 10 Percent by Distribution of Optional

Dividend and Amend Article 7 Accordingly

I.2b3

Page 72 of 185




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Renew Authorization to Increase Share Capital up to 20 Percent by All Forms of Capital Increases Other than Those Intended in Points A and B and Amend Article 7 Accordingly

I.2c1


Mgmt For For If Item I.2c1 s not Approved: Renew Authorization to Increase Share Capital up to 10 Percent by All Forms of Capital Increases Other than Those Intended in Points A and B and


I.2c2

Mgmt For For Amend Article 7 to Reflect Changes in Capital I.3

Mgmt Against For Authorize Board to Repurchase Shares in the Event of a Serious and Imminent Harm and

Under Normal Conditions

II

Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company. Additionally, the authorization could be used to thwart a hostile takeover by repurchasing and reissuing 20 percent of shares.

Mgmt For For Approve Coordination of Articles of Association III

Intervest Offices & Warehouses SA


Meeting Type: Special Ticker: INTO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Special Meeting Agenda Mgmt

Mgmt Receive Special Board Report Re: Renewal and

Extension of the Authorized Capital I

Mgmt Against For Renew Authorization to Increase Share Capital up to 100 Percent by Way of Cash Contributions and Amend Article 7 Accordingly

I.2a1

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 For For If Item I.2a1 is not Approved: Renew Authorization to Increase Share Capital up to 50 Percent by Way of Cash Contributions and Amend Article 7 Accordingly

I.2a2

Page 73 of 185




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Renew Authorization to Increase Share Capital up to 50 Percent by Distribution of Optional Dividend and Amend Article 7 Accordingly

I.2b1

Mgmt For For If Item I.2b1 is not Approved: Renew Authorization to Increase Share Capital up to 20 Percent by Distribution of Optional Dividend and Amend Article 7 Accordingly

I.2b2

Mgmt For For If Items I.2b1 and I.2b2 are not Approved: Renew Authorization to Increase Share Capital up to 10 Percent by Distribution of Optional Dividend and Amend Article 7 Accordingly

I.2b3

Mgmt Against For Renew Authorization to Increase Share Capital up to 20 Percent by All Forms of Capital Increases Other than Those Intended in Points A and B and Amend Article 7 Accordingly

I.2c1


Mgmt For For If Item I.2c1 is not Approved: Renew Authorization to Increase Share Capital up to 10 Percent by All Forms of Capital Increases Other than Those Intended in Points A and B and


I.2c2

Mgmt For For Amend Article 7 to Reflect Changes in Capital I.3

Mgmt Against For Authorize Board to Repurchase Shares in the Event of a Serious and Imminent Harm and

Under Normal Conditions

II

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. In addition, any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.

Mgmt For For Approve Coordination of Articles of Association III

Irish Residential Properties REIT Plc

Meeting Date: 05/28/2019 Country: Ireland

Meeting Type: Annual Ticker: IRES

Primary ISIN: IE00BJ34P519 Primary SEDOL: BJ34P51

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Page 74 of 185



Irish Residential Properties REIT Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Mark Kenney as Director 2

Mgmt For For Re-elect Phillip Burns as Director 3a

Mgmt For For Re-elect Joan Garahy as Director 3b

Mgmt For For Re-elect Tom Kavanagh as Director 3c

Mgmt For For Re-elect Declan Moylan as Director 3d

Mgmt For For Re-elect Aidan O'Hogan as Director 3e

Mgmt For For Re-elect Margaret Sweeney as Director 3f






Rights 7a


7b


Mgmt For For Authorise Reissuance of Treasury Shares 9

Itochu-Shokuhin Co., Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 37.5

Mgmt For For

Mgmt Against For Elect Director Okamoto, Hitoshi 2.1


Mgmt Against For Elect Director Ogama, Kenichi 2.2


Page 75 of 185



Itochu-Shokuhin Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Kawaguchi, Koichi 2.3


Mgmt Against For Elect Director Kawahara, Mitsuo 2.4


Mgmt Against For Elect Director Osaki, Tsuyoshi 2.5


Mgmt Against For Elect Director Nakajima, Satoshi 2.6


Mgmt Against For Elect Director Hosomi, Kensuke 2.7


Mgmt For For Elect Director Hashimoto, Ken 2.8

Mgmt Against For Elect Director Miyasaka, Yasuyuki 2.9


Mgmt For For Elect Director Okuda, Takako 2.10

Japan Post Holdings Co. Ltd.



Primary ISIN: JP3752900005 Primary SEDOL: BYT8143

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Nagato, Masatsugu Mgmt For For

Mgmt For For Elect Director Suzuki, Yasuo 1.2

Mgmt For For Elect Director Ikeda, Norito 1.3

Mgmt For For Elect Director Yokoyama, Kunio 1.4

Mgmt For For Elect Director Uehira, Mitsuhiko 1.5

Mgmt For For Elect Director Mukai, Riki 1.6

Mgmt For For Elect Director Mimura, Akio 1.7

Page 76 of 185



Japan Post Holdings Co. Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Yagi, Tadashi 1.8

Mgmt For For Elect Director Ishihara, Kunio 1.9

Mgmt For For Elect Director Charles D. Lake II 1.10

Mgmt For For Elect Director Hirono, Michiko 1.11

Mgmt For For Elect Director Okamoto, Tsuyoshi 1.12

Mgmt For For Elect Director Koezuka, Miharu 1.13

Mgmt For For Elect Director Aonuma, Takayuki 1.14

Mgmt For For Elect Director Akiyama, Sakie 1.15

Japan Pulp & Paper Co., Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Watanabe, Akihiko 2.1

Mgmt Against For Elect Director Miyazaki, Tomoyuki 2.2


Mgmt Against For Elect Director Katsuta, Chihiro 2.3


Mgmt Against For Elect Director Sakurai, Kazuhiko 2.4


Mgmt Against For Elect Director Masuda, Itaru 2.5


Mgmt For For Elect Director Takeuchi, Sumiko 2.6

Mgmt Against For Appoint Statutory Auditor Kitamura, Katsunori 3


Page 77 of 185



Joshin Denki Co., Ltd.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Mgmt For For Elect Director Nakajima, Katsuhiko 2.1

Mgmt For For Elect Director Kanatani, Ryuhei 2.2

Mgmt Against For Elect Director Yokoyama, Koichi 2.3


Mgmt Against For Elect Director Tanaka, Koji 2.4


Mgmt Against For Elect Director Takahashi, Tetsuya 2.5


Mgmt Against For Elect Director Oshiro, Suguru 2.6


Mgmt Against For Elect Director Nozaki, Shojiro 2.7


Mgmt For For Elect Director Naito, Kinya 2.8

Mgmt For For Elect Director Yamahira, Keiko 2.9

Mgmt Against For Appoint Statutory Auditor Sugihara, Nobuhiro 3


Mgmt For For Appoint Alternate Statutory Auditor Higaki, Seiji 4

Mgmt Against For Approve Takeover Defense Plan (Poison Pill) 5

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

Page 78 of 185



Keller Group Plc


Meeting Type: Annual Ticker: KLR

Primary ISIN: GB0004866223 Primary SEDOL: 0486622

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Voter Rationale: Whilst we would have preferred to see a reduction in the size of LTI grant, we are mindful of the need to incentivise the executive directors going forward, particularly the recently appointed CFO.


Mgmt For For Appoint Ernst & Young LLP as Auditors 4

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

5

Mgmt For For Elect Paula Bell as Director 6

Mgmt For For Elect Baroness Kate Rock as Director 7

Mgmt For For Elect Michael Speakman as Director 8

Mgmt For For Re-elect Peter Hill as Director 9

Mgmt For For Re-elect James Hind as Director 10

Mgmt For For Re-elect Eva Lindqvist as Director 11

Mgmt For For Re-elect Alain Michaelis as Director 12

Mgmt For For Re-elect Nancy Tuor Moore as Director 13

Mgmt For For Re-elect Dr Venu Raju as Director 14

Mgmt For For Re-elect Dr Paul Withers as Director 15


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

17

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

Other Capital Investment

18


Mgmt For For Authorise EU Political Donations and Expenditure

20

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

21

Page 79 of 185



Key Coffee, Inc.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Mgmt Against For Elect Director Shibata, Yutaka 2.1


Mgmt Against For Elect Director Niikawa, Yuji 2.2


Mgmt Against For Elect Director Kawamata, Kazuo 2.3


Mgmt Against For Elect Director Ozawa, Nobuhiro 2.4


Mgmt Against For Elect Director Ando, Masaya 2.5


Mgmt Against For Elect Director and Audit Committee Member Shimizu, Nobuyuki

3.1


Mgmt For For Elect Director and Audit Committee Member

Sugiyama, Satoru 3.2

Mgmt Against For Elect Director and Audit Committee Member

Nakagawa, Kozo 3.3


Mgmt For For Elect Director and Audit Committee Member

Shibamoto, Yoshiko 3.4

Mgmt Against For Approve Takeover Defense Plan (Poison Pill) 4

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

Page 80 of 185



Killam Apartment REIT


Meeting Type: Annual Ticker: KMP.UN

Primary ISIN: CA49410M1023 Primary SEDOL: BYZ1856

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Trustee Timothy R. Banks Mgmt For Withhold


Mgmt For For Elect Trustee Philip D. Fraser 1.2

Mgmt Withhold For Elect Trustee Robert G. Kay 1.3


Mgmt For For Elect Trustee Aldea M. Landry 1.4

Mgmt Withhold For Elect Trustee James C. Lawley 1.5

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Also, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

Mgmt Withhold For Elect Trustee Arthur G. Lloyd 1.6


Mgmt For For Elect Trustee Karine L. MacIndoe 1.7

Mgmt For For Elect Trustee Robert G. Richardson 1.8

Mgmt For For Elect Trustee Manfred J. Walt 1.9

Mgmt Withhold For Elect Trustee G. Wayne Watson 1.10


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

2


3

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Page 81 of 185



Kimberly-Clark Corporation


Meeting Type: Annual Ticker: KMB


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Abelardo E. Bru Mgmt For For

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.

Mgmt For For Elect Director Robert W. Decherd 1.2

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.

Mgmt For For Elect Director Thomas J. Falk 1.3


Mgmt For For Elect Director Fabian T. Garcia 1.4

Mgmt For For Elect Director Michael D. Hsu 1.5

Mgmt For For Elect Director Mae C. Jemison 1.6


Mgmt For For Elect Director Nancy J. Karch 1.7

Mgmt For For Elect Director S. Todd Maclin 1.8

Mgmt For For Elect Director Sherilyn S. McCoy 1.9

Mgmt For For Elect Director Christa S. Quarles 1.10

Mgmt For For Elect Director Ian C. Read 1.11

Mgmt For For Elect Director Marc J. Shapiro 1.12


Mgmt For For Elect Director Dunia A. Shive 1.13

Mgmt For For Elect Director Michael D. White 1.14

Page 82 of 185



Kimberly-Clark Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




3

KISOJI CO., LTD.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Elect Director Yoshie, Motoyuki 2.1

Mgmt Against For Elect Director Aono, Yasunori 2.2


Mgmt Against For Elect Director Nakazawa, Eiichi 2.3


Mgmt Against For Elect Director Matsuoka, Toshiaki 2.4


Mgmt Against For Elect Director Ohashi, Hiroshi 2.5


Mgmt Against For Elect Director Uchida, Toyonaru 2.6


Mgmt Against For Elect Director Matsui, Tsuneyoshi 2.7


Mgmt For For Elect Director Ito, Kuniaki 2.8

Page 83 of 185



KISOJI CO., LTD. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Appoint Statutory Auditor Inamori, Kazuyuki 3


Kohnan Shoji Co., Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Amend Articles to Amend Business Lines 2

Mgmt For For Elect Director Hikida, Naotaro 3.1

Mgmt Against For Elect Director Miyanaga, Shunichiro 3.2


Mgmt Against For Elect Director Kato, Takaaki 3.3


Mgmt Against For Elect Director Sakakieda, Mamoru 3.4


Mgmt Against For Elect Director Narita, Yukio 3.5


Mgmt Against For Elect Director Tanaka, Yoshihiro 3.6


Mgmt Against For Elect Director Murakami, Fumihiko 3.7


Mgmt Against For Elect Director Nitori, Akio 3.8


Mgmt For For Elect Director Tabata, Akira 3.9

Page 84 of 185



Kohnan Shoji Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Otagaki, Keiichi 3.10

Mgmt For For Appoint Statutory Auditor Tanoue, Kazumi 4.1

Mgmt For For Appoint Statutory Auditor Okuda, Junji 4.2

Mgmt For For Appoint Statutory Auditor Sano, Yoshihiro 4.3


KOMERI CO., LTD.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Sasage, Yuichiro Mgmt For For

Mgmt Against For Elect Director Ishizawa, Noboru 1.2


Mgmt Against For Elect Director Tanabe, Tadashi 1.3


Mgmt For For Elect Director Matsuda, Shuichi 1.4

Mgmt For For Elect Director Kiuchi, Masao 1.5

Mgmt Against For Elect Director Hayakawa, Hiroshi 1.6


Mgmt Against For Elect Director Suzuki, Katsushi 1.7


Mgmt Against For Elect Director Hosaka, Naoshi 1.8


Mgmt For For Appoint Statutory Auditor Sumiyoshi, Shojiro 2.1

Mgmt For For Appoint Statutory Auditor Fujita, Zenroku 2.2

Mgmt For For Appoint Statutory Auditor Takubo, Takeshi 2.3

Page 85 of 185



KOMERI CO., LTD. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Trust-Type Equity Compensation Plan 3

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

KYORIN Holdings, Inc.



Primary ISIN: JP3247090008 Primary SEDOL: B0YZFP0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Hogawa, Minoru Mgmt For For

Mgmt For For Elect Director Ogihara, Yutaka 1.2

Mgmt Against For Elect Director Ogihara, Shigeru 1.3


Mgmt Against For Elect Director Akutsu, Kenji 1.4


Mgmt Against For Elect Director Sasahara, Tomiya 1.5


Mgmt Against For Elect Director Onota, Michiro 1.6


Mgmt Against For Elect Director Hagihara, Koichiro 1.7


Mgmt Against For Elect Director Sugibayashi, Masahide 1.8


Mgmt For For Elect Director Shikanai, Noriyuki 1.9

Mgmt For For Elect Director Shigematsu, Ken 1.10

Mgmt For For Elect Director Watanabe, Hiromi 1.11

Mgmt For For Appoint Statutory Auditor Yamaguchi, Takao 2

Page 86 of 185



Laboratory Corporation of America Holdings


Meeting Type: Annual Ticker: LH


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Kerrii B. Anderson Mgmt For Against


Mgmt Against For Elect Director Jean-Luc Belingard 1b


Mgmt For For Elect Director D. Gary Gilliland 1c

Mgmt For For Elect Director David P. King 1d


Mgmt For For Elect Director Garheng Kong 1e

Mgmt For For Elect Director Peter M. Neupert 1f

Mgmt For For Elect Director Richelle P. Parham 1g

Mgmt For For Elect Director Adam H. Schechter 1h

Mgmt For For Elect Director R. Sanders Williams 1i



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



Legal & General Group Plc


Meeting Type: Annual Ticker: LGEN


Page 87 of 185



Legal & General Group Plc

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Elect Henrietta Baldock as Director 3

Mgmt For For Elect George Lewis as Director 4

Mgmt For For Re-elect Philip Broadley as Director 5

Mgmt For For Re-elect Jeff Davies as Director 6

Mgmt For For Re-elect Sir John Kingman as Director 7

Voter Rationale: Females represent less than 30 percent. However we are comfortable with the policies and targets in place that the issue is taken seriously at the company.

Mgmt For For Re-elect Lesley Knox as Director 8

Mgmt For For Re-elect Kerrigan Procter as Director 9

Mgmt For For Re-elect Toby Strauss as Director 10

Mgmt For For Re-elect Julia Wilson as Director 11

Mgmt For For Re-elect Nigel Wilson as Director 12

Mgmt For For Re-elect Mark Zinkula as Director 13

Mgmt For For Reappoint KPMG LLP as Auditors 14




Mgmt For For Authorise Issue of Equity in Connection with the

Issue of Contingent Convertible Securities 18

Mgmt For For Authorise EU Political Donations and

Expenditure 19

Voter Rationale: Substantial political donations or expenditure should be clearly tied to the company's business objectives and supported by robust oversight mechanisms to avoid undue influence. A vote FOR this resolution is warranted because the Company states that it does not intend to make overtly political payments but is making this technical proposal in order to avoid inadvertent contravention of UK legislation.

Mgmt For For Approve Savings-Related Share Option Scheme 20

Mgmt For For Approve Employee Share Plan 21


22



23

Page 88 of 185



Legal & General Group Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

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

24




Lifestyle International Holdings Ltd.

Meeting Date: 04/30/2019 Country: Cayman Islands


Primary ISIN: KYG548561284 Primary SEDOL: B00LN47

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt For For Elect Lau Kam Shim as Director 3a

Mgmt Against For Elect Lam Siu Lun, Simon as Director 3b

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

Mgmt Against For Elect Hui Chiu Chung as Director 3c

Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthemore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Authorize Board to Fix Remuneration of

Directors 3d

Mgmt For For Approve Deloitte Touche Tohmatsu as Auditors



Mgmt For For Authorize Repurchase of Issued Share Capital 5A

Page 89 of 185



Lifestyle International Holdings Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Securities without Preemptive Rights 5B


Mgmt Against For Authorize Reissuance of Repurchased Shares 5C


Mgmt For For Amend Articles of Association 6

Loews Corporation


Meeting Type: Annual Ticker: L


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Ann E. Berman Mgmt For Against


Mgmt Against For Elect Director Joseph L. Bower 1b

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Charles D. Davidson 1c

Mgmt Against For Elect Director Charles M. Diker 1d

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Page 90 of 185



Loews Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Paul J. Fribourg 1e

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, this director is not sufficiently independent to serve as the independent lead director.

Mgmt Against For Elect Director Walter L. Harris 1f

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. Directors with significant business ties to the company are not sufficiently independent to serve on key committees. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt Against For Elect Director Philip A. Laskawy 1g


Mgmt For For Elect Director Susan P. Peters 1h

Mgmt For For Elect Director Andrew H. Tisch 1i

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

Mgmt For For Elect Director James S. Tisch 1j


Mgmt For For Elect Director Jonathan M. Tisch 1k


Mgmt For For Elect Director Anthony Welters 1l


Page 91 of 185



Loews Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction








Mars Group Holdings Corp.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Elect Director Kobayashi, Ikuo 2

Mgmt For For Appoint Statutory Auditor Yoshida, Shigeo 3

Mgmt For For Appoint Grant Thornton Taiyo LLC as New

External Audit Firm 4

Marubeni Corp.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Kokubu, Fumiya Mgmt For For

Page 92 of 185



Marubeni Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Kakinoki, Masumi 1.2

Mgmt For For Elect Director Matsumura, Yukihiko 1.3

Mgmt For For Elect Director Takahara, Ichiro 1.4

Mgmt For For Elect Director Yabe, Nobuhiro 1.5

Mgmt For For Elect Director Miyata, Hirohisa 1.6

Mgmt For For Elect Director Kitabata, Takao 1.7

Mgmt For For Elect Director Takahashi, Kyohei 1.8

Mgmt For For Elect Director Fukuda, Susumu 1.9

Mgmt For For Elect Director Okina, Yuri 1.10

Mgmt For For Appoint Statutory Auditor Minami, Hikaru 2

Matas A/S

Meeting Date: 06/27/2019 Country: Denmark

Meeting Type: Annual Ticker: MATAS

Primary ISIN: DK0060497295 Primary SEDOL: BBL4QM1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Report of Board Mgmt

Mgmt For For Accept Financial Statements and Statutory Reports

2

Mgmt For For Approve Allocation of Income and Dividends of DKK 3.00 Per Share

3

Mgmt For For Approve Discharge of Management and Board 4

Mgmt For For Approve Remuneration of Directors in the Amount of DKK 750,000 for Chairman, DKK 450,000 for Deputy Chairman, and DKK 300,000 for Other Directors; Approve Remuneration for Committee Work

5

Mgmt For For Reelect Lars Vinge Frederiksen as Director 6a

Mgmt For For Reelect Lars Frederiksen as Director 6b

Voter Rationale: The audit committee should be fully independent from the company and majority independent from its major shareholder(s).Likewise, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Reelect Signe Trock Hilstrom as Director 6c

Page 93 of 185



Matas A/S Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Mette Maix as Director 6d

Mgmt For For Reelect Christian Mariager as Director 6e

Mgmt For For Reelect Birgitte Nielsen as Director 6f


Mgmt For For Ratify Ernst & Young as Auditors 7

Mgmt For For Authorize Share Repurchase Program 8a

Mgmt For For Approve Creation of DKK 9.6 Million Pool of Capital without Preemptive Rights; Amend

Articles Accordingly

8b

Mgmt For For Add Matas Gruppen A/S and Matas Group A/S as Secondary Company Names

8c

Mgmt For For Amend Articles Re: Annual General Meeting 8d

Mgmt For For Authorize Editorial Changes to Adopted Resolutions in Connection with Registration with

Danish Authorities

8e

Mgmt Other Business 9

Matsuya Foods Holdings Co., Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt Against For Elect Director Kawarabuki, Toshio 2.1

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

Mgmt Against For Elect Director Kawarabuki, Kazutoshi 2.2


Page 94 of 185



Matsuya Foods Holdings Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Tanzawa, Kiichiro 2.3


Mgmt Against For Elect Director Usui, Yoshito 2.4


Mgmt Against For Elect Director Okura, Tatsuya 2.5


Mgmt For For Elect Director Fujiwara, Eri 2.6

Mgmt For For Appoint Statutory Auditor Imamura, Yukio 3

Mgmt Against For Approve Statutory Auditor Retirement Bonus 4

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

Mgmt For For Appoint Alternate Statutory Auditor Suzuki, Kazunori

5

McGrath RentCorp


Meeting Type: Annual Ticker: MGRC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Kimberly A. Box Mgmt For For

Mgmt Withhold For Elect Director William J. Dawson 1.2

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. In addition, directors with long board tenures should not serve on committees that require absolute independence. Moreover, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthemore, the compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Elizabeth A. Fetter 1.3

Mgmt For For Elect Director Joseph F. Hanna 1.4

Page 95 of 185



McGrath RentCorp Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Withhold For Elect Director Bradley M. Shuster 1.5


Mgmt For For Elect Director M. Richard Smith 1.6

Mgmt Withhold For Elect Director Dennis P. Stradford 1.7

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Withhold For Elect Director Ronald H. Zech 1.8

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.



3


Meridian Bancorp, Inc.


Meeting Type: Annual Ticker: EBSB

Primary ISIN: US58958U1034 Primary SEDOL: BPN6139

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Anna R. DiMaria Mgmt For Withhold

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Page 96 of 185



Meridian Bancorp, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Withhold For Elect Director Domenic A. Gambardella 1.2

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, directors with long board tenures should not serve on committees that require absolute independence.The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.

Mgmt For For Elect Director Thomas J. Gunning 1.3


Mgmt For For Elect Director Peter F. Scolaro 1.4


Mgmt For For Ratify Wolf & Company, P.C. as Auditors 2


3

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

MFA Financial, Inc.


Meeting Type: Annual Ticker: MFA

Primary ISIN: US55272X1028 Primary SEDOL: 2418162

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director James A. Brodsky Mgmt For For

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review. Moreover. directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Page 97 of 185



MFA Financial, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Richard J. Byrne 1b


Mgmt For For Elect Director Francis J. Oelerich, III 1c




3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Migdal Insurance & Financial Holdings Ltd.

Meeting Date: 04/03/2019 Country: Israel

Meeting Type: Special Ticker: MGDL

Primary ISIN: IL0010811656 Primary SEDOL: 6509062

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Employment Terms of Doron Sapir,

CEO Mgmt For For

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

A

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

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

B1

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

B2

Page 98 of 185



Migdal Insurance & Financial Holdings Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

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

B3

Millicom International Cellular SA

Meeting Date: 05/02/2019 Country: Luxembourg

Meeting Type: Annual Ticker: TIGO

Primary ISIN: SE0001174970 Primary SEDOL: B00L2M8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Appoint Alexander Koch as Chairman of Meeting and Empower Chairman to Appoint Other Members of Bureau

1

Mgmt For For Receive Board's and Auditor's Reports 2

Mgmt For For Approve Consolidated Financial Statements and Statutory Reports

3


Mgmt For For Approve Allocation of Income 4

Mgmt For For Approve Dividends of USD 2.64 per Share 5


Mgmt For For Fix Number of Directors at Eight 7

Mgmt For For Reelect José Antonio Ríos García as Director 8

Mgmt For For Reelect Pernille Erenbjerg as Director 9

Mgmt For For Reelect Janet Davidson as Director 10

Mgmt For For Reelect Tomas Eliasson as Director 11

Mgmt For For Reelect Odilon Almeida as Director 12

Mgmt For For Reelect Lars-Åke Norling as Director 13

Mgmt For For Reelect James Thompson as Director 14

Mgmt For For Elect Mercedes Johnson as Director 15

Page 99 of 185



Millicom International Cellular SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect José Antonio Ríos Garcia as Board

Chairman 16


Mgmt For For Renew Appointment of Ernst & Young as Auditor and Authorize Board to Fix Their Remuneration

18

Mgmt For For Approve Procedure on Appointment of Nomination Committee and Determination of Assignment of Nomination Committee

19

Mgmt For For Approve Share Repurchase Plan 20

Mgmt Against For Approve Guidelines for Remuneration of Senior

Management 21


Mgmt Against For Approve Restricted Stock Plan of Executive and

Senior Management 22


Ministop Co., Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Oike, Manabu Mgmt For Against


Mgmt Against For Elect Director Fujimoto, Akihiro 1.2


Mgmt Against For Elect Director Toyoda, Yasuhiko 1.3


Mgmt Against For Elect Director Hotta, Masashi 1.4


Mgmt Against For Elect Director Kuwasako, Shunji 1.5


Page 100 of 185



Ministop Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Yamakawa, Takahisa 1.6

Mgmt For For Elect Director Kometani, Makoto 1.7

Mgmt For For Appoint Statutory Auditor Tokai, Hideki 2.1

Mgmt Against For Appoint Statutory Auditor Asakura, Satoshi 2.2


Mitsubishi Shokuhin Co., Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Amend Articles to Amend Business Lines -

Change Location of Head Office 2

Mgmt For For Elect Director Moriyama, Toru 3.1

Mgmt Against For Elect Director Furuya, Toshiki 3.2


Mgmt Against For Elect Director Sugiyama, Yoshihiko 3.3


Mgmt Against For Elect Director Enomoto, Koichi 3.4


Mgmt Against For Elect Director Mori, Shinsaku 3.5


Mgmt Against For Elect Director Onose, Takashi 3.6


Mgmt Against For Elect Director Yamana, Kazuaki 3.7


Page 101 of 185



Mitsubishi Shokuhin Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Yamasaki, Nodoka 3.8


Mgmt For For Elect Director Kakizaki, Tamaki 3.9

Mgmt For For Elect Director Teshima, Nobuyuki 3.10

Mgmt Against For Appoint Statutory Auditor Kizaki, Hiroshi 4.1


Mgmt Against For Appoint Statutory Auditor Takahashi, Yoshio 4.2


MITSUI-SOKO HOLDINGS Co., Ltd.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Tawaraguchi, Makoto Mgmt For For

Mgmt For For Elect Director Koga, Hirobumi 1.2

Mgmt Against For Elect Director Nakayama, Nobuo 1.3


Mgmt Against For Elect Director Ogawa, Ryoji 1.4


Mgmt Against For Elect Director Gohara, Takeshi 1.5


Mgmt Against For Elect Director Ishida, Yukio 1.6


Mgmt For For Elect Director Nakano, Taizaburo 1.7

Mgmt For For Elect Director Hirai, Takashi 1.8

Mgmt For For Appoint Statutory Auditor Sasao, Shinichiro 2.1

Page 102 of 185



MITSUI-SOKO HOLDINGS Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Appoint Statutory Auditor Sudo, Osamu 2.2

mobilezone holding AG


Meeting Type: Annual Ticker: MOZN

Primary ISIN: CH0276837694 Primary SEDOL: BWWYWC9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

Mgmt

Mgmt For For Accept Consolidated Financial Statements and Statutory Reports

1.2


1.3

Mgmt For For Approve Allocation of Income 1.4

Mgmt For For Approve Dividends of CHF 0.60 per Share from Capital Contribution Reserves

1.5

Mgmt For For Approve Discharge of Board and Senior Management

2

Mgmt For For Reelect Urs Fischer as Director 3.1.1

Mgmt For For Reelect Christian Petit as Director 3.1.2

Mgmt For For Reelect Gabriela Theus as Director 3.1.3

Mgmt For For Elect Peter Neuenschwander as Director 3.1.4

Mgmt For For Reelect Urs Fischer as Board Chairman 3.2

Mgmt For For Reappoint Urs Fischer as Member of the Compensation Committee

3.3.1

Mgmt For For Reappoint Christian Petit as Member of the Compensation Committee

3.3.2

Mgmt For For Appoint Peter Neuenschwander as Member of the Compensation Committee

3.3.3

Mgmt For For Designate Hodgskin Rechtsanwaelte as Independent Proxy

3.4

Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 3.5

Mgmt For For Approve Creation of CHF 40,000 Pool of Capital without Preemptive Rights

4.1

Page 103 of 185



mobilezone holding AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Amend Articles Re: Adjustment of Remuneration

Provisions 4.2

Mgmt For For Adopt New Articles of Association 4.3

Mgmt For For Approve Remuneration of Directors in the Amount of CHF 470,000 for the Period from 2019 AGM to 2020 AGM

5.1

Mgmt For For Approve Variable Remuneration of Executive Committee in the Amount of CHF 1.2 Million for Fiscal 2018

5.2

Mgmt For For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 2.3 Million for Fiscal 2019

5.3

Mgmt For For Approve Variable Remuneration of Executive Committee in the Amount of CHF 2.3 Million for Fiscal 2019

5.4

Mgmt For For Approve Remuneration of Executive Committee

in the Amount of CHF 4.8 Million For Fiscal 2020 5.5



MOS FOOD SERVICES, INC.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Appoint Statutory Auditor Usui, Tsukasa 2.1

Mgmt For For Appoint Statutory Auditor Igarashi, Kunimasa 2.2

Mgmt For For Appoint Statutory Auditor Murase, Takako 2.3

Mgmt For For Appoint Alternate Statutory Auditor Hanegawa,

Toshifumi 3

Page 104 of 185



Muenchener Rueckversicherungs-Gesellschaft AG


Meeting Type: Annual Ticker: MUV2


Did Not Vote Due to Ballot Shareblocking

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Receive Supervisory Board Report, Corporate Governance Report, and Remuneration Report for Fiscal 2018 (Non-Voting)

Mgmt

Mgmt Receive Financial Statements and Statutory

Reports for Fiscal 2018 (Non-Voting) 1.2

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

EUR 9.25 per Share 2

Mgmt Do Not Vote For Approve Discharge of Management Board for Fiscal 2018

3

Mgmt Do Not Vote For Approve Discharge of Supervisory Board for Fiscal 2018

4

Mgmt Do Not Vote For Elect Ann-Kristin Achleitner to the Supervisory Board

5.1

Mgmt Do Not Vote For Elect Kurt Bock to the Supervisory Board 5.2

Mgmt Do Not Vote For Elect Nikolaus von Bomhard to the Supervisory

Board 5.3

Mgmt Do Not Vote For Elect Clement Booth to the Supervisory Board 5.4

Mgmt Do Not Vote For Elect Benita Ferrero-Waldner to the Supervisory Board

5.5

Mgmt Do Not Vote For Elect Ursula Gather to the Supervisory Board 5.6

Mgmt Do Not Vote For Elect Gerd Haeusler to the Supervisory Board 5.7

Mgmt Do Not Vote For Elect Renata Jungo Bruengger to the

Supervisory Board 5.8

Mgmt Do Not Vote For Elect Karl-Heinz Streibich to the Supervisory Board

5.9

Mgmt Do Not Vote For Elect Maximilian Zimmerer to the Supervisory Board

5.10

Mgmt Do Not Vote For Amend Corporate Purpose 6

Page 105 of 185



National HealthCare Corporation


Meeting Type: Annual Ticker: NHC


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Stephen F. Flatt Mgmt For For


Mgmt Against For Elect Director Richard F. LaRoche, Jr. 1b

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. Former employees or company founders are not sufficiently independent to serve on key board committees. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, we voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually. Furthermore, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest. Lastly, 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.

Nippon Beet Sugar Manufacturing Co., Ltd.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Mgmt Against For Elect Director Hashimoto, Shuichi 2


Mgmt Against For Appoint Statutory Auditor Fujisaki, Hiroyuki 3.1


Page 106 of 185



Nippon Beet Sugar Manufacturing Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Appoint Statutory Auditor Moriyama, Eiji 3.2


Mgmt For For Appoint Statutory Auditor Masumoto, Yoshitake 3.3

Mgmt For For Appoint Alternate Statutory Auditor Oi, Rintaro 4

Nishimatsuya Chain Co., Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Elect Director Omura, Yoshifumi 2.1

Mgmt Against For Elect Director Sakamoto, Kazunori 2.2


Mgmt Against For Elect Director Omura, Yoshiaki 2.3


Mgmt Against For Elect Director Matsuo, Mitsuaki 2.4


Mgmt Against For Elect Director Omura, Koichi 2.5


Mgmt For For Elect Director Sugao, Hidefumi 2.6

Mgmt For For Elect Director Hamada, Satoshi 2.7

Mgmt For For Appoint Statutory Auditor Mori, Kaoru 3


Voter Rationale: Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, this plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.

Page 107 of 185



Nishimatsuya Chain Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Nissin Corp.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Tsutsui, Hiroshi Mgmt For For

Mgmt For For Elect Director Tsutsui, Masahiro 1.2

Mgmt Against For Elect Director Watanabe, Junichiro 1.3


Mgmt Against For Elect Director Masuda, Kenjiro 1.4


Mgmt Against For Elect Director Tsutsui, Masataka 1.5


Mgmt Against For Elect Director Ishiyama, Tomonao 1.6


Mgmt Against For Elect Director Torio, Seiji 1.7


Mgmt Against For Elect Director Nakagome, Toshiyoshi 1.8


Mgmt Against For Elect Director Fujimoto, Susumu 1.9


Page 108 of 185



Nissin Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Fujine, Tsuyoshi 2.1

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

Mgmt Against For Elect Director and Audit Committee Member Kobayashi, Sadao

2.2

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

Mgmt Against For Elect Director and Audit Committee Member Masuda, Fumihiko

2.3

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


NN Group NV


Meeting Type: Annual Ticker: NN

Primary ISIN: NL0010773842 Primary SEDOL: BNG8PQ9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1

Mgmt Receive Annual Report 2018 2

Mgmt Discuss Implementation of Remuneration Policy 3

Mgmt For For Adopt Financial Statements and Statutory

Reports 4.A

Mgmt Receive Explanation on Company's Reserves

and Dividend Policy 4.B

Mgmt For For Approve Dividends of EUR 1.90 Per Share 4.C

Mgmt For For Approve Discharge of Management Board 5.A

Mgmt For For Approve Discharge of Supervisory Board 5.B

Mgmt For For Reelect Helene Vletter-van Dort to Supervisory

Board 6

Mgmt For For Ratify KPMG as Auditors 7

Page 109 of 185



NN Group NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Grant Board Authority to Issue Shares in the Context of Issuing Contingent Convertible Securities

8

Mgmt For For Grant Board Authority to Issue Ordinary Shares

Up To 10 Percent of Issued Capital 9.A.1


from Share Issuances Under Item 9.A.1 9.A.2

Mgmt For For Grant Board Authority to Issue Shares Up To 20 Percent of Issued Capital in Connection with a Rights Issue

9.B

Mgmt For For Authorize Repurchase of Up to 10 Percent of

Issued Share Capital 10

Mgmt For For Authorize Cancellation of Ordinary Shares of Up

to 20 Percent of Issued Share Capital 11


Northfield Bancorp, Inc.


Meeting Type: Annual Ticker: NFBK

Primary ISIN: US66611T1088 Primary SEDOL: B8NB2R6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Gil Chapman Mgmt For Withhold

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. Furthermore, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Elect Director Steven M. Klein 1.2


Mgmt For For Elect Director Frank P. Patafio 1.3


Page 110 of 185



Northfield Bancorp, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Paul V. Stahlin 1.4



Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, this plan could lead to excessive dilution. Furthermore, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.


3





Northview Apartment Real Estate Investment Trust


Meeting Type: Annual Ticker: NVU.UN

Primary ISIN: CA6671851021 Primary SEDOL: BYZGBB8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Trustee Scott Thon Mgmt For For

Mgmt For For Elect Trustee Todd R. Cook 1.2

Mgmt For For Elect Trustee Daniel Drimmer 1.3

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. We note that he will be stepping down from certain position in the near future and will therefore keep this matter under review.

Mgmt For For Elect Trustee Kevin E. Grayston 1.4


Page 111 of 185



Northview Apartment Real Estate Investment Trust Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Trustee Dennis J. Hoffman 1.5

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, this director is not sufficiently independent to serve as the independent lead director. In addition, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process. We note that in line with the Company's term limit policy, he will be leaving the board in the near future, and therefore we are supportive at this time.

Mgmt For For Elect Trustee Christine McGinley 1.6

Mgmt For For Elect Trustee Terrance L. McKibbon 1.7


Mgmt For For Elect Trustee Valery Zamuner 1.8


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

2


3


Northwest Bancshares, Inc. (Pennsylvania)


Meeting Type: Annual Ticker: NWBI

Primary ISIN: US6673401039 Primary SEDOL: B523Z73

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director John P. Meegan Mgmt For For


Mgmt For For Elect Director Timothy B. Fannin 1.2


Mgmt For For Elect Director Robert M. Campana 1.3


Page 112 of 185



Northwest Bancshares, Inc. (Pennsylvania) Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Mark A. Paup 1.4





3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

NorthWestern Corp.


Meeting Type: Annual Ticker: NWE

Primary ISIN: US6680743050 Primary SEDOL: B03PGL4

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Stephen P. Adik Mgmt For For


Mgmt For For Elect Director Anthony T. Clark 1.2

Mgmt For For Elect Director Dana J. Dykhouse 1.3

Mgmt For For Elect Director Jan R. Horsfall 1.4

Mgmt For For Elect Director Britt E. Ide 1.5

Mgmt Withhold For Elect Director Julia L. Johnson 1.6


Mgmt For For Elect Director Linda G. Sullivan 1.7

Mgmt For For Elect Director Robert C. Rowe 1.8


Page 113 of 185



NorthWestern Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt Against For Other Business 4

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

OceanFirst Financial Corp.


Meeting Type: Annual Ticker: OCFC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Steven E. Brady Mgmt For For

Mgmt For For Elect Director Angelo Catania 1.2

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Anthony R. Coscia 1.3

Mgmt For For Elect Director Michael D. Devlin 1.4

Mgmt For For Elect Director Jack M. Farris 1.5

Mgmt For For Elect Director Kimberly M. Guadagno 1.6

Mgmt For For Elect Director John K. Lloyd 1.7


Mgmt For For Elect Director Christopher D. Maher 1.8


Mgmt For For Elect Director Nicos Katsoulis 1.9

Page 114 of 185



OceanFirst Financial Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Grace C. Torres 1.10

Mgmt For For Elect Director Grace Vallacchi 1.11

Mgmt Withhold For Elect Director John E. Walsh 1.12

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review. However, we will oppose this nominee because this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director Samuel R. Young 1.13



2

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.



Oesterreichische Post AG

Meeting Date: 04/11/2019 Country: Austria

Meeting Type: Annual Ticker: POST

Primary ISIN: AT0000APOST4 Primary SEDOL: B1577G7

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Receive Financial Statements and Statutory Reports for Fiscal 2018 (Non-Voting)

Mgmt


2

Mgmt For For Approve Discharge of Management Board for Fiscal 2018

3

Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2018

4

Mgmt For For Approve Remuneration of Supervisory Board Members

5

Mgmt For For Ratify KPMG Austria GmbH as Auditors 6

Page 115 of 185



Oesterreichische Post AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

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

7

OGE Energy Corp.


Meeting Type: Annual Ticker: OGE


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director Frank A. Bozich Mgmt For For


Mgmt For For Elect Director James H. Brandi 1B


Mgmt For For Elect Director Peter D. Clarke 1C

Mgmt Against For Elect Director Luke R. Corbett 1D

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Given that there has been meaningful board refreshment during the year under review, BMO will not oppose this nominee for committee independence. However, we will oppose the nominee because they are not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director David L. Hauser 1E

Mgmt For For Elect Director Judy R. McReynolds 1F


Mgmt For For Elect Director David E. Rainbolt 1G

Mgmt For For Elect Director J. Michael Sanner 1H


Mgmt For For Elect Director Sheila G. Talton 1I


Page 116 of 185



OGE Energy Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Sean Trauschke 1J

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Ratify Ernst & Young LLP as Auditor 2


3

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

SH For Against Adopt Simple Majority 4

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

Ohsho Food Service Corp.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Amend Articles to Amend Provisions on Number

of Directors 2

Mgmt For For Approve Compensation Ceiling for Directors 3

Mgmt Against For Approve Restricted Stock Plan 4


Mgmt For For Elect Director Watanabe, Naoto 5.1

Mgmt Against For Elect Director Ueda, Minoru 5.2


Mgmt Against For Elect Director Koreda, Hideki 5.3


Page 117 of 185



Ohsho Food Service Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Kiso, Yutaka 5.4


Mgmt Against For Elect Director Kadobayashi, Hiroshi 5.5


Mgmt Against For Elect Director Toda, Kosuke 5.6


Mgmt Against For Elect Director Sugita, Motoki 5.7


Mgmt Against For Elect Director Ikeda, Naoko 5.8


Mgmt For For Elect Director Watanabe, Masayuki 5.9

Mgmt Against For Elect Director Sekijima, Chikara 5.10


Mgmt For For Elect Director Nonaka, Yasuhiro 5.11

Mgmt For For Appoint Statutory Auditor Matsuyama, Hideki 6

Mgmt For For Appoint Alternate Statutory Auditor Shikata,

Toshikazu 7

Okuwa Co., Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Elect Director Okuwa, Ikuji 2.1


Mgmt Against For Elect Director Kanki, Yasunari 2.2


Page 118 of 185



Okuwa Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Okuwa, Hirotsugu 2.3


Mgmt Against For Elect Director Yoshida, Hisakazu 2.4


Mgmt Against For Elect Director Togawa, Kozo 2.5


Mgmt Against For Elect Director Takeda, Yoji 2.6


Mgmt Against For Elect Director Tamiya, Yukio 2.7


Mgmt Against For Elect Director Okuwa, Shoji 2.8


Mgmt Against For Elect Director Okuwa, Keiji 2.9


Mgmt Against For Elect Director Okuwa, Toshio 2.10


Mgmt For For Elect Director Yamaguchi, Shoji 2.11

Mgmt For For Elect Director Takano, Shinzo 2.12

Mgmt For For Appoint Alternate Statutory Auditor Ando, Motoji 3

ORIOR AG


Meeting Type: Annual Ticker: ORON

Primary ISIN: CH0111677362 Primary SEDOL: B5VW1G2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Page 119 of 185



ORIOR AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Allocation of Income 2.1

Mgmt For For Approve Dividends of CHF 2.24 per Share from

Capital Contribution Reserves 2.2


Management 3

Mgmt For For Reelect Rolf Sutter as Director and Board

Chairman 4.1.1

Mgmt For For Reelect Walter Luethi as Director 4.1.2

Mgmt For For Reelect Monika Walser as Director 4.1.3

Mgmt For For Elect Markus Neuhaus as Director 4.1.4

Mgmt For For Elect Monika Schuepbach as Director 4.1.5

Mgmt For For Elect Markus Voegeli as Director 4.1.6

Mgmt For For Reappoint Monika Walser as Member of the


Mgmt For For Reappoint Rolf Sutter as Member of the


Mgmt For For Appoint Walter Luethi as Member of the


Mgmt For For Ratify Ernst & Young AG as Auditors 4.3

Mgmt For For Designate Rene Schwarzenbach as Independent

Proxy 4.4


Amount of CHF 765,000 5.1

Mgmt For For Approve Variable Remuneration of Executive

Committee in the Amount of CHF 613,000 5.2

Mgmt Against For Approve Fixed Remuneration of Executive

Committee in the Amount of CHF 1.6 Million 5.3

Voter Rationale: Variable compensation (Item 5.2)A vote FOR is warranted because the proposal appears to be in line with market practice and does not raise significant concerns. Fixed compensation (Item 5.3)A vote AGAINST is warranted because the proposal represents a large potential increase in fixed payments and the company has not provided a compelling rationale.



Otter Tail Corp.


Meeting Type: Annual Ticker: OTTR


Page 120 of 185



Otter Tail Corp.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Steven L. Fritze Mgmt For For


Mgmt For For Elect Director Kathryn O. Johnson 1.2


Mgmt For For Elect Director Timothy J. O'Keefe 1.3



2

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

Mgmt For For Ratify Deloitte & Touche, LLP as Auditor 3


Pendragon Plc


Meeting Type: Annual Ticker: PDG

Primary ISIN: GB00B1JQBT10 Primary SEDOL: B1JQBT1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For



Mgmt For For Re-elect Martin Casha as Director 4

Page 121 of 185



Pendragon Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Re-elect Chris Chambers as Director 5

Voter Rationale: There is no evidence of Company response to the dissent on Chris Chambers re-election at the 2018 AGM and the Company's remuneration arrangements at both the 2017 and 2018 AGMs in the Annual Report. As Board Chair he holds ultimate responsibility for the Company's governance practices, this approach to shareholder engagement is considered contrary to the principles set out under the UK Corporate Governance Code; He was Chair of the Remuneration Committee at the time of the implementation of the VCP. This lack of responsiveness from a chair makes his re-election unsupportable.

Mgmt For For Elect Mark Herbert as Director 6

Mgmt For For Re-elect Gillian Kent as Director 7

Mgmt For For Elect Richard Laxer as Director 8

Mgmt For For Elect Mark Willis as Director 9

Mgmt For For Re-elect Mike Wright as Director 10

Mgmt For For Reappoint KPMG LLP as Auditors 11



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

14


15



16


PennyMac Mortgage Investment Trust


Meeting Type: Annual Ticker: PMT

Primary ISIN: US70931T1034 Primary SEDOL: B3V8JL7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Scott W. Carnahan Mgmt For For


Page 122 of 185



PennyMac Mortgage Investment Trust Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Marianne Sullivan 1b

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt Against For Elect Director Frank P. Willey 1c

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.



3


Voter Rationale: This plan could lead to excessive dilution. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Lastly, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

Pfizer Inc.


Meeting Type: Annual Ticker: PFE


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Ronald E. Blaylock Mgmt For For

Mgmt For For Elect Director Albert Bourla 1.2

Mgmt For For Elect Director W. Don Cornwell 1.3

Mgmt For For Elect Director Joseph J. Echevarria 1.4

Mgmt For For Elect Director Helen H. Hobbs 1.5

Mgmt For For Elect Director James M. Kilts 1.6

Mgmt For For Elect Director Dan R. Littman 1.7

Mgmt For For Elect Director Shantanu Narayen 1.8

Mgmt For For Elect Director Suzanne Nora Johnson 1.9

Mgmt For For Elect Director Ian C. Read 1.10

Page 123 of 185



Pfizer Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director James C. Smith 1.11




3



Voter Rationale: This plan could lead to excessive dilution. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

SH Against 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.

SH For Against Report on Lobbying Payments and Policy 6




SH For Against Report on Integrating Risks Related to Drug

Pricing into Senior Executive Compensation 8

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

Portland General Electric Co.


Meeting Type: Annual Ticker: POR

Primary ISIN: US7365088472 Primary SEDOL: B125XQ6

Page 124 of 185



Portland General Electric Co.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director John W. Ballantine Mgmt For Against

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

Mgmt For For Elect Director Rodney L. Brown, Jr. 1b

Mgmt For For Elect Director Jack E. Davis 1c

Mgmt For For Elect Director Kirby A. Dyess 1d

Mgmt Against For Elect Director Mark B. Ganz 1e


Mgmt For For Elect Director Kathryn J. Jackson 1f

Mgmt For For Elect Director Michael H. Millegan 1g

Mgmt For For Elect Director Neil J. Nelson 1h

Mgmt For For Elect Director M. Lee Pelton 1i

Mgmt For For Elect Director Maria M. Pope 1j


Mgmt For For Elect Director Charles W. Shivery 1k



3


Power Corporation of Canada


Meeting Type: Annual Ticker: POW


Page 125 of 185



Power Corporation of Canada

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Meeting for Participating Preferred Shareholders

and Subordinate Voting Shareholders Mgmt

Mgmt For For Elect Director Pierre Beaudoin 1.1

Mgmt For For Elect Director Marcel R. Coutu 1.2

Mgmt For For Elect Director Andre Desmarais 1.3

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

Mgmt For For Elect Director Paul Desmarais, Jr. 1.4

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

Mgmt For For Elect Director Gary A. Doer 1.5

Mgmt Withhold For Elect Director Anthony R. Graham 1.6

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

Mgmt For For Elect Director J. David A. Jackson 1.7

Mgmt For For Elect Director Isabelle Marcoux 1.8

Mgmt For For Elect Director Christian Noyer 1.9

Mgmt For For Elect Director R. Jeffrey Orr 1.10


Mgmt For For Elect Director T. Timothy Ryan, Jr. 1.11

Mgmt Withhold For Elect Director Emoeke J.E. Szathmary 1.12



Mgmt Shareholder Proposals

SH Against Against SP 1: Disclosure of Director Independence in

the Management Circular 3

Page 126 of 185



Power Corporation of Canada Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH For Against SP 2: Disclose Voting Results Separately For

Each Class 4

Voter Rationale: The disclosure of voting results is not an onerous obligation for the company but is of substantial importance and benefit to minority shareholders.

SH For Against SP 3: Advisory Vote to Ratify Named Executive Officers' Compensation

5

Voter Rationale: An advisory vote on pay is a global good governance practice and provides the board with better information on the structure and effectiveness of executive compensation packages.

Prosperity Real Estate Investment Trust



Primary ISIN: HK0808032913 Primary SEDOL: B0PVBN7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Waiver Extension and the New Annual

Caps Mgmt For For

Mgmt Against For Approve Lan Hong Tsung, David as Director 2

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

Mgmt Against For Approve Sng Sow-Mei (Alias Poon Sow Mei) as

Director 3

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

Mgmt For For Authorize Repurchase of Issued Unit Capital 4

Provident Financial Services, Inc.


Meeting Type: Annual Ticker: PFS

Primary ISIN: US74386T1051 Primary SEDOL: 2171603

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Thomas W. Berry Mgmt For Withhold

Page 127 of 185



Provident Financial Services, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. Furthermore, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Elect Director James P. Dunigan 1.2


Mgmt Withhold For Elect Director Frank L. Fekete 1.3

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. Furthermore, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Elect Director Matthew K. Harding 1.4




Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.


Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.



Page 128 of 185



Public Service Enterprise Group Incorporated


Meeting Type: Annual Ticker: PEG


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Willie A. Deese Mgmt For For


Mgmt For For Elect Director William V. Hickey 1.2

Voter Rationale: Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.

Mgmt For For Elect Director Ralph Izzo 1.3


Mgmt Against For Elect Director Shirley Ann Jackson 1.4

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

Mgmt For For Elect Director David Lilley 1.5

Mgmt For For Elect Director Barry H. Ostrowsky 1.6

Mgmt For For Elect Director Laura A. Sugg 1.7

Mgmt For For Elect Director Richard J. Swift 1.8

Voter Rationale: Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.

Mgmt For For Elect Director Susan Tomasky 1.9


Mgmt For For Elect Director Alfred W. Zollar 1.10



Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.



Page 129 of 185



Quebecor Inc.


Meeting Type: Annual Ticker: QBR.B


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Meeting for Class B Subordinate Voting Shareholders

Mgmt

Mgmt For For Elect Director Chantal Belanger 1.1

Mgmt For For Elect Director Andrea C. Martin 1.2

Mgmt For For Elect Director Normand Provost 1.3



Mgmt For For Advisory Vote on Executive Compensation Approach

3


Regional REIT Ltd.

Meeting Date: 05/23/2019 Country: Guernsey

Meeting Type: Annual Ticker: RGL

Primary ISIN: GG00BYV2ZQ34 Primary SEDOL: BYV2ZQ3

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Mgmt For For Ratify RSM UK Audit LLP as Auditors 2


Mgmt For For Re-elect William Eason as Director 4

Mgmt For For Re-elect Stephen Inglis as Director 5

Mgmt For For Re-elect Kevin McGrath as Director 6

Mgmt For For Re-elect Daniel Taylor as Director 7

Mgmt For For Re-elect Tim Bee as Director 8

Page 130 of 185



Regional REIT Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Frances Daley as Director 9




11



12

Reinsurance Group of America, Incorporated


Meeting Type: Annual Ticker: RGA


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director Christine R. Detrick Mgmt For For

Mgmt For For Elect Director John J. Gauthier 1B

Mgmt For For Elect Director Alan C. Henderson 1C

Mgmt For For Elect Director Anna Manning 1D

Mgmt For For Elect Director Hazel M. McNeilage 1E

Mgmt For For Elect Director Steven C. Van Wyk 1F




RETAIL PARTNERS CO., LTD.




Page 131 of 185



RETAIL PARTNERS CO., LTD.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Amend Business Lines Mgmt For For

Mgmt For For Elect Director Tanaka, Yasuo 2.1

Mgmt Against For Elect Director Ikebe, Yasuyuki 2.2


Mgmt For For Elect Director Saita, Toshio 2.3

Mgmt Against For Elect Director Shimizu, Minoru 2.4


Mgmt Against For Elect Director Kawano, Tomohisa 2.5


Mgmt Against For Elect Director Tomimatsu, Shunichi 2.6


Mgmt Against For Elect Director Usagawa, Hiroyuki 2.7


Mgmt Against For Elect Director Aoki, Tamotsu 2.8


Mgmt Against For Elect Director Yoshimura, Takeshi 2.9



Funakawa, Masashi 3.1

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

Mgmt Against For Elect Director and Audit Committee Member Okita, Tetsuyoshi

3.2

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

Mgmt Against For Elect Director and Audit Committee Member Shibao, Toshio

3.3


Page 132 of 185



RETAIL PARTNERS CO., LTD. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Fujii, Tomoyuki 3.4


Ross Stores, Inc.


Meeting Type: Annual Ticker: ROST


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Michael Balmuth Mgmt For For

Mgmt Against For Elect Director K. Gunnar Bjorklund 1b


Mgmt Against For Elect Director Michael J. Bush 1c

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. Former employees or company founders are not sufficiently independent to serve on key board committees. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Director Norman A. Ferber 1d


Mgmt Against For Elect Director Sharon D. Garrett 1e


Mgmt Against For Elect Director Stephen D. Milligan 1f


Page 133 of 185



Ross Stores, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director George P. Orban 1g


Mgmt Elect Director Michael O'Sullivan *Withdrawn Resolution*

1h

Mgmt For For Elect Director Gregory L. Quesnel 1i

Mgmt For For Elect Director Barbara Rentler 1j


2




SH For Against Adopt Quantitative Company-wide GHG Goals 4

Voter Rationale: Climate change presents ongoing and serious long-term operational and regulatory risks that can impact shareholder value. The company should assess and set goals to address its greenhouse gas emissions.

Royal Ahold Delhaize NV


Meeting Type: Annual Ticker: AD

Primary ISIN: NL0011794037 Primary SEDOL: BD0Q398

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1

Mgmt Receive Report of Management Board (Non-Voting)

2

Mgmt Receive Explanation on Company's Reserves and Dividend Policy

3

Mgmt Discuss Implementation of Remuneration Policy of the Management Board

4

Page 134 of 185



Royal Ahold Delhaize NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Adopt Financial Statements 5

Mgmt For For Approve Dividends of EUR 0.70 Per Share 6

Mgmt For For Approve Discharge of Management Board 7

Mgmt For For Approve Discharge of Supervisory Board 8

Mgmt For For Elect K.C. Doyle to Supervisory Board 9

Mgmt For For Elect P. Agnefjall to Supervisory Board 10

Mgmt For For Reelect F.W.H. Muller to Management Board 11

Mgmt For For Amend Management Board Remuneration Policy 12

Mgmt For For Ratify PricewaterhouseCoopers as Auditors 13

Mgmt For For Grant Board Authority to Issue Shares Up to 10

Percent of Issued Capital 14


from Share Issuances Under Item 14 15

Mgmt For For Authorize Board to Acquire Common Shares 16

Mgmt For For Authorize Board to Acquire Cumulative Preferred

Financing Shares 17

Mgmt For For Approve Reduction in Share Capital by

Cancellation of Shares Under Item 16 and 17 18


RTL Group SA


Meeting Type: Annual Ticker: RRTL

Primary ISIN: LU0061462528 Primary SEDOL: B1BK209

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Receive Board's and Auditor's Reports 1

Mgmt For For Approve Financial Statements 2.1

Mgmt For For Approve Consolidated Financial Statements 2.2


3

Mgmt For For Approve Discharge of Directors 4.1

Page 135 of 185



RTL Group SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Auditors 4.2

Mgmt For For Approve Remuneration of Directors 4.3

Mgmt Against For Elect Immanuel Hermreck as Director 5.1

Mgmt For For Renew Appointment of PricewaterhouseCoopers

as Auditor 5.2

Mgmt For For Approve Share Repurchase 6

Saint Marc Holdings Co., Ltd.



Primary ISIN: JP3337070001 Primary SEDOL: B0SQYV8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Sawai Pharmaceutical Co., Ltd.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Elect Director Sawai, Hiroyuki 2.1

Mgmt For For Elect Director Sawai, Mitsuo 2.2

Mgmt Against For Elect Director Sawai, Kenzo 2.3


Mgmt Against For Elect Director Sueyoshi, Kazuhiko 2.4


Page 136 of 185



Sawai Pharmaceutical Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Terashima, Toru 2.5


Mgmt For For Elect Director Todo, Naomi 2.6

Mgmt For For Elect Director Ohara, Masatoshi 2.7

Scandinavian Tobacco Group A/S


Meeting Type: Annual Ticker: STG

Primary ISIN: DK0060696300 Primary SEDOL: BYZGMM6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Accept Financial Statements and Statutory

Reports 2


DKK 6.00 Per Share 3

Mgmt For For Approve Remuneration of Directors in the Amount of DKK 1.2 Million for Chairman, DKK 700,000 for Vice Chairman, and DKK 400,000 for Other Directors; Approve Remuneration for Committee Work

4

Mgmt For For Reelect Nigel Northridge as Director (Chairman) 5a

Mgmt For For Reelect Henrik Brandt as Director (Vice Chair) 5b

Mgmt For For Reelect Dianne Neal Blixt as Director 5c

Mgmt Abstain For Reelect Luc Missorten as Director 5d


Mgmt Abstain For Reelect Anders Obel as Director 5e

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

Mgmt For For Elect Marlene Forsell as New Director 5f

Mgmt Abstain For Elect Claus Gregersen as New Director 5g


Page 137 of 185



Scandinavian Tobacco Group A/S Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Ratify PricewaterhouseCoopers as Auditors 6


SES SA


Meeting Type: Annual Ticker: SESG

Primary ISIN: LU0088087324 Primary SEDOL: B00ZQQ2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Attendance List, Quorum and Adoption of the Agenda

1

Mgmt Appoint One Secretary and Two Meeting Scrutineers

2

Mgmt Receive Board's Report 3

Mgmt Receive Explanations on Main Developments During 2018 and Perspectives

4

Mgmt Receive Information on 2018 Financial Results 5

Mgmt Receive Auditor's Reports 6

Mgmt For For Approve Consolidated and Individual Financial Statements

7

Mgmt For For Approve Allocation of Income 8


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

10

Mgmt For For Approve Share Repurchase 11

Mgmt For For Fix Number of Directors 12

Mgmt Against For Elect Romain Bausch as Director 13a1

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. Also, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, the nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Victor Casier as Director 13a2

Mgmt For For Elect Tsega Gebreyes as Director 13a3

Page 138 of 185



SES SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Francois Tesch as Director 13a4

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

Mgmt Against For Elect Francoise Thoma as Director 13b1

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


Mgmt Transact Other Business (Non-Voting) 15

Sheng Siong Group Ltd.


Meeting Type: Annual Ticker: OV8

Primary ISIN: SG2D54973185 Primary SEDOL: B657MH8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Adopt Financial Statements and Directors' and

Auditors' Reports Mgmt For For


Mgmt For For Elect Lim Hock Chee as Director 3

Mgmt For For Elect Lim Hock Leng as Director 4

Mgmt Against For Elect Lee Teck Leng Robson as Director 5

Voter Rationale: For companies without an independent chairman, the board should include at least 50% independent directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Francis Lee Fook Wah as Director 6

Mgmt For For Approve Directors' Fees 7

Mgmt For For Approve KPMG LLP as Auditors and Authorize



Securities with or without Preemptive Rights 9


Page 139 of 185



Sheng Siong Group Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Grant of Options and Issue Shares

Under the Sheng Siong ESOS 10

Voter Rationale: This plan could lead to excessive dilution. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Finally, 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 to Allot and Issue Shares Under the Sheng Siong Share Award Scheme

11

Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Then, this plan could lead to excessive dilution.

SHIP HEALTHCARE HOLDINGS, INC.



Primary ISIN: JP3274150006 Primary SEDOL: B05MTR0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Elect Director Furukawa, Kunihisa 2.1

Mgmt Against For Elect Director Konishi, Kenzo 2.2


Mgmt For For Elect Director Ogawa, Hirotaka 2.3

Mgmt Against For Elect Director Ohashi, Futoshi 2.4


Mgmt Against For Elect Director Okimoto, Koichi 2.5


Mgmt Against For Elect Director Masuda, Jun 2.6


Mgmt Against For Elect Director Kobayashi, Hiroyuki 2.7


Page 140 of 185



SHIP HEALTHCARE HOLDINGS, INC. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Yokoyama, Hiroshi 2.8


Mgmt Against For Elect Director Izumi, Yasuo 2.9


Mgmt For For Elect Director Sano, Seiichiro 2.10

Mgmt For For Elect Director Imabeppu, Toshio 2.11

Mgmt For For Elect Director Ito, Fumiyo 2.12

Shoe Carnival, Inc.


Meeting Type: Annual Ticker: SCVL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Clifton E. Sifford Mgmt For For


Mgmt Against For Elect Director James A. Aschleman 1.2

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt Against For Elect Director Andrea R. Guthrie 1.3

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Page 141 of 185



Shoe Carnival, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.



Showa Sangyo Co., Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Amend Articles to Amend Business Lines 2

Mgmt For For Elect Director Niitsuma, Kazuhiko 3.1

Mgmt Against For Elect Director Nakamura, Keisuke 3.2


Mgmt Against For Elect Director Ota, Takayuki 3.3


Mgmt Against For Elect Director Kaneko, Toshiyuki 3.4


Mgmt Against For Elect Director Oyanagi, Susumu 3.5


Mgmt Against For Elect Director Yamaguchi, Tatsuya 3.6


Page 142 of 185



Showa Sangyo Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Kokuryo, Junji 3.7


Mgmt Against For Elect Director Yanagiya, Takashi 3.8


Mgmt Against For Elect Director and Audit Committee Member Saito, Norio

4.1

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

Mgmt Against For Elect Director and Audit Committee Member Miwa, Takashi

4.2



Yoshida, Yukihiro 4.3


Mgmt Against For Elect Alternate Director and Audit Committee

Member Takahashi, Yoshiki 5


Sofina SA


Meeting Type: Annual Ticker: SOF


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


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

1.1

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

1.2

Mgmt For For Approve Financial Statements, Allocation of Income, and Dividends

1.3


Mgmt For For Approve Discharge of Directors 3.1

Page 143 of 185



Sofina SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Auditor 3.2

Mgmt For For Reelect Harold Boel as Director 4.1

Mgmt Against For Reelect Robert Peugeot as Director 4.2


Mgmt For For Reelect Guy Verhofstadt as Independent Director

4.3

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

5

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

Mgmt Transact Other Business 6

Sonoco Products Co.


Meeting Type: Annual Ticker: SON


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Pamela L. Davies Mgmt For For

Voter Rationale: The lead director is not considered sufficiently independent to serve in such role.

Mgmt For For Elect Director Theresa J. Drew 1.2

Mgmt Withhold For Elect Director Philippe Guillemot 1.3


Mgmt For For Elect Director John R. Haley 1.4


Mgmt For For Elect Director Richard G. Kyle 1.5

Mgmt For For Elect Director Robert C. Tiede 1.6

Mgmt For For Elect Director Thomas E. Whiddon 1.7

Voter Rationale: The lead director is not considered sufficiently independent to serve in such role.

Page 144 of 185



Sonoco Products Co. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Ratify PricewaterhouseCoopers, LLP as Auditors 2



3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Voter Rationale: This plan could lead to excessive dilution. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Lastly, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

SH For Against Adopt Simple Majority Vote 5

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

Sony Financial Holdings, Inc.



Primary ISIN: JP3435350008 Primary SEDOL: B249SN5

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 62.5

Mgmt For For

Mgmt For For Elect Director Ishii, Shigeru 2.1

Mgmt For For Elect Director Kiyomiya, Hiroaki 2.2

Mgmt For For Elect Director Ito, Yutaka 2.3

Mgmt For For Elect Director Totoki, Hiroki 2.4

Mgmt For For Elect Director Kambe, Shiro 2.5

Mgmt For For Elect Director Matsuoka, Naomi 2.6

Mgmt For For Elect Director Kuniya, Shiro 2.7

Page 145 of 185



Sony Financial Holdings, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Ito, Takatoshi 2.8

Mgmt For For Elect Director Oka, Masashi 2.9

Mgmt For For Elect Director Ikeuchi, Shogo 2.10

Mgmt Against For Appoint Statutory Auditor Hayase, Yasuyuki 3.1


Mgmt For For Appoint Statutory Auditor Makiyama, Yoshimichi 3.2

Mgmt For For Appoint Alternate Statutory Auditor Saegusa, Takaharu

4

Standard Life Investments Property Income Trust Ltd

Meeting Date: 06/13/2019 Country: Guernsey

Meeting Type: Annual Ticker: SLI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction








Mgmt For For Elect Jill May as Director 7

Mgmt For For Re-elect Huw Evans as Director 8

Mgmt For For Re-elect Robert Peto as Director 9

Mgmt For For Re-elect Michael Balfour as Director 10

Mgmt For For Re-elect James Clifton-Brown as Director 11



Rights 13

Page 146 of 185



StarHub Ltd.


Meeting Type: Annual Ticker: CC3

Primary ISIN: SG1V12936232 Primary SEDOL: B1CNDB5

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Adopt Financial Statements and Directors' and Auditors' Reports

Mgmt For For

Mgmt For For Elect Nayantara Bali as Director 2

Mgmt For For Elect Ng Shin Ein as Director 3

Mgmt For For Elect Lionel Yeo Hung Tong as Director 4

Mgmt For For Elect Ma Kah Woh as Director 5

Mgmt Against For Elect Lim Ming Seong as Director 6

Voter Rationale: For companies without an independent chairman, the board should include at least 50% independent directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Further, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Approve Remuneration of Directors 7

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



9

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. In addition, companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.


Securities with or without Preemptive Rights 10


Mgmt Against For Approve Grant of Awards and Issuance of Shares Under the StarHub Performance Share Plan 2014 and/or the StarHub Restricted Stock Plan 2014

11

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Page 147 of 185



StarHub Ltd.


Meeting Type: Special Ticker: CC3

Primary ISIN: SG1V12936232 Primary SEDOL: B1CNDB5

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Authorize Share Repurchase Program Mgmt For For

Mgmt For For Approve Renewal of Shareholders Mandate for Interested Person Transactions

2

Stolt-Nielsen Ltd.


Meeting Type: Annual Ticker: SNI

Primary ISIN: BMG850801025 Primary SEDOL: B4PKZG3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Financial Statements and Statutory

Reports (Non-Voting) Mgmt

Mgmt For For Approve Allocation of Income and Dividends of USD 0.25 Per Common Share and USD 0.005 per Founder's Share

2

Mgmt Against For Authorize Share Repurchase Program 3


Mgmt Against For Elect Samuel Cooperman as Director 4a

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

Mgmt Against For Elect Jan Engelhardtsen as Director 4b

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

Mgmt Against For Elect Rolf Habben Jansen as Director 4c


Page 148 of 185



Stolt-Nielsen Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Hakan Larsson as Director 4d

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

Mgmt Against For Elect Jacob Stolt-Nielsen as Director 4e


Mgmt For For Elect Niels Stolt-Nielsen as Director 4f


Mgmt Against For Elect Tor Troim as Director 4g

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. Additionally, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against For Authorize Board of Directors to Fill Any Vacancy on the Board of Directors Left Unfilled at the Annual Genera Meeting

5


Mgmt Against For Elect Samuel Cooperman as Board Chairman 6

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.Furthermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.Lastly, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Approve PricewaterhouseCoopers Auditors and

Authorize Board to Fix Their Remuneration 7


Sun Life Financial, Inc.


Meeting Type: Annual Ticker: SLF


Page 149 of 185



Sun Life Financial, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director William D. Anderson Mgmt For For

Mgmt For For Elect Director Dean A. Connor 1.2

Mgmt For For Elect Director Stephanie L. Coyles 1.3

Mgmt For For Elect Director Martin J. G. Glynn 1.4

Mgmt For For Elect Director Ashok K. Gupta 1.5

Mgmt For For Elect Director M. Marianne Harris 1.6

Mgmt For For Elect Director Sara Grootwassink Lewis 1.7

Mgmt For For Elect Director James M. Peck 1.8

Mgmt For For Elect Director Scott F. Powers 1.9

Mgmt For For Elect Director Hugh D. Segal 1.10

Mgmt For For Elect Director Barbara G. Stymiest 1.11


Mgmt Against For Advisory Vote on Executive Compensation

Approach 3


Suzuken Co., Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Bessho, Yoshiki Mgmt For For

Mgmt For For Elect Director Miyata, Hiromi 1.2

Mgmt Against For Elect Director Asano, Shigeru 1.3


Page 150 of 185



Suzuken Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Saito, Masao 1.4


Mgmt Against For Elect Director Izawa, Yoshimichi 1.5


Mgmt Against For Elect Director Tamura, Hisashi 1.6


Mgmt Against For Elect Director Ueda, Keisuke 1.7


Mgmt For For Elect Director Iwatani, Toshiaki 1.8

Mgmt For For Elect Director Usui, Yasunori 1.9

Mgmt For For Appoint Statutory Auditor Muranaka, Toru 2

Swedish Match AB

Meeting Date: 04/09/2019 Country: Sweden

Meeting Type: Annual Ticker: SWMA

Primary ISIN: SE0000310336 Primary SEDOL: 5048566

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting; Elect Chairman of Meeting Mgmt For For

Mgmt For For Prepare and Approve List of Shareholders 2

Mgmt For For Designate Inspector(s) of Minutes of Meeting 3

Mgmt For For Acknowledge Proper Convening of Meeting 4

Mgmt For For Approve Agenda of Meeting 5

Mgmt Receive Financial Statements and Statutory Reports; Receive Auditors Review; Receive

President's Report; Receive CEO's Report

6


7

Mgmt For For Approve Allocation of Income and Dividends of SEK 10.50 Per Share

8

Mgmt For For Approve Discharge of Board and President 9

Page 151 of 185



Swedish Match AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Determine Number of Members (7) and Deputy

Members (0) of Board 10

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.08 million to Chair, SEK 980,000 to Vice Chair and SEK 830,000 to Other Directors; Approve Remuneration for Committee

Work

11

Mgmt For For Reelect Charles Blixt, Andrew Cripps (Vice Chairman), Jacqueline Hoogerbrugge, Conny Karlsson (Chairman), Pauline Lindwall, Wenche Rolfsen and Joakim Westh as Directors

12

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.

Mgmt For For Determine Number of Auditors (1) and Deputy Auditors (0)

13

Mgmt For For Approve Remuneration of Auditors 14

Mgmt For For Ratify Deloitte as Auditors 15

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

16


Mgmt For For Approve SEK 13.3 Million Reduction in Share Capital via Share Cancellation; Approve SEK

13.3 Million Bonus Issuance

17

Mgmt For For Authorize Share Repurchase Program 18

Mgmt For For Authorize Reissuance of Repurchased Shares 19

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

20

Mgmt For For Approve Instructions for Nomination Committee 21

Swire Pacific Limited




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect R W M Lee as Director Mgmt For For

Page 152 of 185



Swire Pacific Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect G R H Orr as Director 1b

Mgmt For For Elect M Cubbon as Director 1c

Mgmt For For Approve PricewaterhouseCoopers as Auditors


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





Swiss Life Holding AG


Meeting Type: Annual Ticker: SLHN

Primary ISIN: CH0014852781 Primary SEDOL: 7437805

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Accept Financial Statements and Statutory Reports

Mgmt For For

Mgmt For For Approve Remuneration Report 1.2

Mgmt For For Approve Allocation of Income and Dividends of CHF 14 per Share

2.1

Mgmt For For Approve Dividends of CHF 2.50 per Share from Capital Contribution Reserves

2.2

Mgmt For For Approve Discharge of Board of Directors 3

Mgmt For For Approve Fixed Remuneration of Directors in the Amount of CHF 3.2 Million

4.1

Mgmt For For Approve Short-Term Variable Remuneration of Executive Committee in the Amount of CHF 4.7

Million

4.2

Mgmt For For Approve Maximum Fixed and Long-Term Variable Remuneration of Executive Committee

in the Amount of CHF 13.8 Million

4.3

Mgmt For For Reelect Rolf Doerig as Director and Board Chairman

5.1

Mgmt For For Reelect Adrienne Corboud Fumagalli as Director 5.2

Page 153 of 185



Swiss Life Holding AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Ueli Dietiker as Director 5.3

Mgmt For For Reelect Damir Filipovic as Director 5.4

Mgmt For For Reelect Frank Keuper as Director 5.5

Mgmt For For Reelect Stefan Loacker as Director 5.6

Mgmt For For Reelect Henry Peter as Director 5.7

Mgmt For For Reelect Martin Schmid as Director 5.8

Mgmt For For Reelect Frank Schnewlin as Director 5.9

Mgmt For For Reelect Franziska Sauber as Director 5.10

Mgmt For For Reelect Klaus Tschuetscher as Director 5.11

Mgmt For For Elect Thomas Buess as Director 5.12

Mgmt For For Reappoint Frank Schnewlin as Member of the

Compensation Committee 5.13

Mgmt For For Reappoint Franziska Sauber as Member of the


Mgmt For For Appoint Klaus Tschuetscher as Member of the


Mgmt For For Designate Andreas Zuercher as Independent

Proxy 6

Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 7

Mgmt For For Approve CHF 3.2 Million Reduction in Share

Capital via Cancellation of Repurchased Shares 8



Target Corporation


Meeting Type: Annual Ticker: TGT

Primary ISIN: US87612E1064 Primary SEDOL: 2259101

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Roxanne S. Austin Mgmt For Against

Page 154 of 185



Target Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Elect Director Douglas M. Baker, Jr. 1b

Mgmt For For Elect Director George S. Barrett 1c

Mgmt For For Elect Director Brian C. Cornell 1d

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Also, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt Against For Elect Director Calvin Darden 1e


Mgmt For For Elect Director Henrique De Castro 1f

Mgmt For For Elect Director Robert L. Edwards 1g

Mgmt For For Elect Director Melanie L. Healey 1h

Mgmt For For Elect Director Donald R. Knauss 1i

Mgmt For For Elect Director Monica C. Lozano 1j

Mgmt Against For Elect Director Mary E. Minnick 1k


Mgmt For For Elect Director Kenneth L. Salazar 1l

Mgmt For For Elect Director Dmitri L. Stockton 1m






SH For Against Amend Proxy Access Right 4

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

Page 155 of 185



Telekom Austria AG

Meeting Date: 05/29/2019 Country: Austria

Meeting Type: Annual Ticker: TKA

Primary ISIN: AT0000720008 Primary SEDOL: 4635088

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3

Mgmt Against For Approve Discharge of Supervisory Board for Fiscal 2018

4

Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.

Mgmt For For Approve Remuneration of Supervisory Board Members

5

Mgmt For For Elect Peter Hagen as Supervisory Board Member 6.1

Mgmt Against For Elect Alejandro Jimenez as Supervisory Board Member

6.2

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

Mgmt For For Elect Thomas Schmid as Supervisory Board

Member 6.3

Mgmt For For Ratify Ernst & Young as Auditors for Fiscal 2019 7

The Ehime Bank, Ltd.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Mgmt For For Elect Director Honda, Motohiro 2.1

Page 156 of 185



The Ehime Bank, Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Nishikawa, Yoshinori 2.2

Mgmt Against For Elect Director Yamamoto, Keizo 2.3


Mgmt Against For Elect Director Ojuku, Yuzo 2.4


Mgmt Against For Elect Director Hino, Mitsuru 2.5


Mgmt Against For Elect Director Isobe, Tokio 2.6


Mgmt Against For Elect Director Tsubouchi, Muneo 2.7


Mgmt Against For Elect Director Toyoda, Masamitsu 2.8


Mgmt For For Elect Director Takeda, Minenori 2.9

Mgmt Against For Elect Director Isshiki, Shozo 2.10


Mgmt For For Elect Director Semba, Ryuzo 2.11

Mgmt For For Elect Director Manabe, Masatomi 2.12

Mgmt For For Appoint Statutory Auditor Koami, Tsuyoshi 3

The Kroger Co.


Meeting Type: Annual Ticker: KR


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Nora A. Aufreiter Mgmt For For

Mgmt For For Elect Director Anne Gates 1b

Page 157 of 185



The Kroger Co. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Susan J. Kropf 1c


Mgmt For For Elect Director W. Rodney McMullen 1d

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Also, executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director Jorge P. Montoya 1e

Mgmt For For Elect Director Clyde R. Moore 1f

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director James A. Runde 1g

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.

Mgmt Against For Elect Director Ronald L. Sargent 1h

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review. However, we will oppose this nominee because this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director Bobby S. Shackouls 1i

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Page 158 of 185



The Kroger Co. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Mark S. Sutton 1j

Mgmt For For Elect Director Ashok Vemuri 1k



Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Voter Rationale: This plan could lead to excessive dilution. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Mgmt Against For Amend Bylaws 4

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

Mgmt For For Ratify PricewaterhouseCoopers LLC as Auditor 5


SH For Against Assess Environmental Impact of Non-Recyclable

Packaging 6

Voter Rationale: Product take-back and recycling present ongoing risks and opportunities to long-term shareholder value. Additional information, including clear recycling targets, is merited.



The North West Company Inc.


Meeting Type: Annual/Special Ticker: NWC

Primary ISIN: CA6632782083 Primary SEDOL: BZ3FZR8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles and By-Law No. 1 Mgmt For For

Page 159 of 185



The North West Company Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director H. Sanford Riley 2.1

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

Mgmt For For Elect Director Brock Bulbuck 2.2

Mgmt For For Elect Director Deepak Chopra 2.3

Mgmt For For Elect Director Frank J. Coleman 2.4

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. In this instance we note that new directors have been appointed this year and last year, with the anticipated departure of four long-tenured directors over the next two years as they hit the hard coded retirement limit. Therefore we will keep this matter under review.

Mgmt For For Elect Director Wendy F. Evans 2.5

Mgmt For For Elect Director Stewart Glendinning 2.6

Mgmt For For Elect Director Edward S. Kennedy 2.7

Mgmt For For Elect Director Robert J. Kennedy 2.8

Mgmt For For Elect Director Annalisa King 2.9

Mgmt For For Elect Director Violet (Vi) A.M. Konkle 2.10

Mgmt For For Elect Director Jennefer Nepinak 2.11

Mgmt For For Elect Director Eric L. Stefanson 2.12


Mgmt For For Elect Director Victor Tootoo 2.13

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

3


Mgmt Against For Advisory Vote on Executive Compensation

Approach 4

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Moreover, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt For None The Undersigned Hereby Certifies that the Shares Represented by this Proxy are Owned and Controlled by a Canadian: Vote FOR = Yes and ABSTAIN = No. A Vote Against will be treated as not voted.

5

Page 160 of 185



The Progressive Corporation


Meeting Type: Annual Ticker: PGR


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Philip Bleser Mgmt For For

Mgmt For For Elect Director Stuart B. Burgdoerfer 1b

Mgmt For For Elect Director Pamela J. Craig 1c

Mgmt For For Elect Director Charles A. Davis 1d

Mgmt For For Elect Director Roger N. Farah 1e

Mgmt For For Elect Director Lawton W. Fitt 1f

Mgmt For For Elect Director Susan Patricia Griffith 1g

Mgmt For For Elect Director Jeffrey D. Kelly 1h

Mgmt Against For Elect Director Patrick H. Nettles 1i


Mgmt For For Elect Director Barbara R. Snyder 1j

Mgmt For For Elect Director Jan E. Tighe 1k

Mgmt For For Elect Director Kahina Van Dyke 1l


2

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Finally, companies should not extend vesting periods or allow re-testing of performance targets because this weakens the effectiveness of incentive schemes.



The Southern Company


Meeting Type: Annual Ticker: SO


Page 161 of 185



The Southern Company

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Janaki Akella Mgmt For For

Mgmt Against For Elect Director Juanita Powell Baranco 1b


Mgmt For For Elect Director Jon A. Boscia 1c

Mgmt For For Elect Director Henry A. 'Hal' Clark, III 1d

Mgmt For For Elect Director Anthony F. 'Tony' Earley, Jr. 1e

Mgmt For For Elect Director Thomas A. Fanning 1f


Mgmt For For Elect Director David J. Grain 1g

Mgmt Against For Elect Director Donald M. James 1h


Mgmt Against For Elect Director John D. Johns 1i


Mgmt For For Elect Director Dale E. Klein 1j

Mgmt For For Elect Director Ernest J. Moniz 1k

Mgmt Against For Elect Director William G. Smith, Jr. 1l


Mgmt For For Elect Director Steven R. Specker 1m

Mgmt Against For Elect Director Larry D. Thompson 1n


Mgmt For For Elect Director E. Jenner Wood, III 1o

Page 162 of 185



The Southern Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Voter Rationale: We welcome the company's decision to incorporate GHG reduction targets and climate resilience within its long-term incentive plan. At the same time, the remuneration committee should not allow vesting of incentive awards for below median performance. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Moreover, severance payments should not exceed two year s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Mgmt For For Reduce Supermajority Vote Requirement 4


The TJX Companies, Inc.


Meeting Type: Annual Ticker: TJX


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Zein Abdalla Mgmt For For

Mgmt For For Elect Director Alan M. Bennett 1.2

Mgmt For For Elect Director Rosemary T. Berkery 1.3

Mgmt For For Elect Director David T. Ching 1.4

Mgmt For For Elect Director Ernie Herrman 1.5

Mgmt For For Elect Director Michael F. Hines 1.6

Mgmt Against For Elect Director Amy B. Lane 1.7


Mgmt For For Elect Director Carol Meyrowitz 1.8

Mgmt For For Elect Director Jackwyn L. Nemerov 1.9

Mgmt Against For Elect Director John F. O'Brien 1.10

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

Page 163 of 185



The TJX Companies, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Willow B. Shire 1.11

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




3


SH Against Against Report on Gender, Race, or Ethnicity Pay Equity 4

Voter Rationale: • The company appears to have a number of policies in place to improve diversity and inclusion in its workforce. It also provides information regarding its gender pay equity analysis and has a goal in place to expand this analysis to race/ethnicity.

SH For Against Report on Prison Labor in Supply Chain 5

Voter Rationale: Overall we consider that additional reporting on the company's policies addressing the prevention of prison labour would help shareholders assess the level of human rights risks that may be facing the company and its management thereof.

SH For Against Report on Human Rights Risks in Operations

and Supply Chain 6

Voter Rationale: A report on human rights risks would provide shareholders with meaningful information about how well the company is managing this risk.

Timbercreek Financial Corp.


Meeting Type: Annual Ticker: TF

Primary ISIN: CA88709B1040 Primary SEDOL: BDG21B8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Zelick L. Altman Mgmt For For

Mgmt For For Elect Director Ugo Bizzarri 1.2

Mgmt For For Elect Director Cameron Goodnough 1.3

Page 164 of 185



Timbercreek Financial Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Withhold For Elect Director Steven R. Scott 1.4

Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. In addition, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.

Mgmt For For Elect Director W. Glenn Shyba 1.5

Mgmt For For Elect Director Pamela Spackman 1.6

Mgmt For For Elect Director R. Blair Tamblyn 1.7


Mgmt For For Elect Director Derek J. Watchorn 1.8


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.

Toho Holdings Co., Ltd.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Hamada, Norio Mgmt For For

Mgmt Against For Elect Director Kono, Hiroyuki 1.2


Mgmt For For Elect Director Kato, Katsuya 1.3

Mgmt Against For Elect Director Edahiro, Hiromi 1.4


Mgmt Against For Elect Director Fujimoto, Shigeru 1.5


Mgmt Against For Elect Director Morikubo, Mitsuo 1.6


Page 165 of 185



Toho Holdings Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Udo, Atsushi 1.7


Mgmt Against For Elect Director Homma, Toshio 1.8


Mgmt Against For Elect Director Matsutani, Takeo 1.9


Mgmt Against For Elect Director Naito, Atsuko 1.10


Mgmt Against For Elect Director Umada, Akira 1.11


Mgmt Against For Elect Director Nakagomi, Tsuguo 1.12


Mgmt Against For Elect Director Kawamura, Makoto 1.13


Mgmt For For Elect Director Watanabe, Shunsuke 1.14

Mgmt For For Elect Director Murayama, Shosaku 1.15

Mgmt Against For Elect Director Nagasawa, Toru 1.16


Tootsie Roll Industries, Inc.


Meeting Type: Annual Ticker: TR


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Ellen R. Gordon Mgmt For For

Page 166 of 185



Tootsie Roll Industries, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Furthermore, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders Moreover, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

Mgmt Withhold For Elect Director Lana Jane Lewis-Brent 1.2

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. Persistent concerns remain regarding the company's pay program, as the compensation committee continues to utilize a non-rigorous performance hurdle and significant discretion to determine NEOs' incentive awards.

Mgmt Withhold For Elect Director Barre A. Seibert 1.3

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, this director is not sufficiently independent to serve as the independent lead director. Also, executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. Persistent concerns remain regarding the company's pay program, as the compensation committee continues to utilize a non-rigorous performance hurdle and significant discretion to determine NEOs' incentive awards. Lastly, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.

Mgmt Withhold For Elect Director Paula M. Wardynski 1.4

Voter Rationale: Executive pay is not in line with company performance. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. Persistent concerns remain regarding the company's pay program, as the compensation committee continues to utilize a non-rigorous performance hurdle and significant discretion to determine NEOs' incentive awards.


Topdanmark A/S


Meeting Type: Annual Ticker: TOP

Primary ISIN: DK0060477503 Primary SEDOL: B94P973

Page 167 of 185



Topdanmark A/S

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Receive Financial Statements and Statutory

Reports 2

Mgmt For For Accept Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of DKK 15.00 Per Share

3

Mgmt For For Amend Articles Re: In addition to Danish, the Topdanmark Group also has English as Corporate Language

4a1

Mgmt For For Amend Articles Re: Power of Representation 4a2

Mgmt For For Amend Articles Re: Editorial Changes 4a3

Mgmt Against For Approve Guidelines for Incentive-Based Compensation for Executive Management and Board

4b

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Mgmt For For Approve Remuneration of Directors 4c

Mgmt Shareholder Proposal Submitted by Thomas

Meinert Larsen

SH Against Against Instruct Board to Annually Publish Statement for the Exercise of Active Ownership in Coal, Oil and Gas Companies; Dispose Shares in Coal, Oil and Gas Companies where Active Ownership does Not Lead to Fulfillment of the Paris Agreement

5

Mgmt Management Proposals

Mgmt For For Elect Anne Louise Eberhard as Director 6a

Mgmt For For Elect Cristina Lage as Director 6b

Mgmt Abstain For Elect Petri Niemisvirta as Director 6c


Mgmt Abstain For Elect Morten Thorsrud as Director 6d


Page 168 of 185



Topdanmark A/S Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Abstain For Elect Ricard Wennerklint as Director 6e

Voter Rationale: For controlled companies, at least half of the board should be independent from the company and at least one third should be independent from major shareholders.Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.Furthermore, we voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Jens Aalose as Director 6f

Mgmt For For Ratify Ernst & Young as Auditors 7


Torchmark Corporation


Meeting Type: Annual Ticker: TMK


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Charles E. Adair Mgmt For Against

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Linda L. Addison 1.2

Mgmt For For Elect Director Marilyn A. Alexander 1.3


Mgmt For For Elect Director Cheryl D. Alston 1.4

Mgmt Against For Elect Director Jane M. Buchan 1.5

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Page 169 of 185



Torchmark Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Gary L. Coleman 1.6


Mgmt For For Elect Director Larry M. Hutchison 1.7


Mgmt Against For Elect Director Robert W. Ingram 1.8

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director Steven P. Johnson 1.9

Mgmt For For Elect Director Darren M. Rebelez 1.10

Mgmt Against For Elect Director Lamar C. Smith 1.11

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director Mary E. Thigpen 1.12




Towa Pharmaceutical Co., Ltd.




Page 170 of 185



Towa Pharmaceutical Co., Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Amend Articles to Amend Business Lines - Adopt Board Structure with Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval

2

Mgmt For For Elect Director Yoshida, Itsuro 3.1

Mgmt Against For Elect Director Konno, Kazuhiko 3.2


Mgmt Against For Elect Director Tanaka, Masao 3.3


Mgmt Against For Elect Director and Audit Committee Member Shirakawa, Toshio

4.1

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

Mgmt Against For Elect Director and Audit Committee Member Eiki, Norikazu

4.2


Mgmt For For Elect Director and Audit Committee Member Nemoto, Hidehito

4.3

Mgmt For For Elect Alternate Director and Audit Committee Member Higuchi, Hideaki

5

Mgmt For For Approve Compensation Ceiling for Directors Who Are Not Audit Committee Members

6

Mgmt For For Approve Compensation Ceiling for Directors Who Are Audit Committee Members

7

Mgmt For For Approve Restricted Stock Plan 8


Tritax Big Box REIT Plc


Meeting Type: Annual Ticker: BBOX

Primary ISIN: GB00BG49KP99 Primary SEDOL: BG49KP9

Page 171 of 185



Tritax Big Box REIT Plc

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Elect Richard Laing as Director 3


Mgmt For For Elect Alastair Hughes as Director 4

Mgmt For For Re-elect Sir Richard Jewson as Director 5

Mgmt For For Re-elect Susanne Given as Director 6

Mgmt For For Re-elect Aubrey Adams as Director 7

Mgmt For For Reappoint BDO LLP as Auditors 8





Rights 12


13




United Financial Bancorp, Inc.


Meeting Type: Annual Ticker: UBNK

Primary ISIN: US9103041045 Primary SEDOL: BLTFR23

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Paula A. Aiello Mgmt For For

Page 172 of 185



United Financial Bancorp, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Elect Director Kevin E. Ross 1b



2

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, severance payments should not exceed two yearâ??s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt For For Ratify Wolf & Company, P.C as Auditors 3

United Super Markets Holdings, Inc.



Primary ISIN: JP3949450005 Primary SEDOL: BVZ6XS8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Fujita, Motohiro Mgmt For For

Mgmt Against For Elect Director Tezuka, Daisuke 1.2


Mgmt Against For Elect Director Furuse, Ryota 1.3


Mgmt Against For Elect Director Ishii, Toshiki 1.4


Mgmt Against For Elect Director Kawada, Taketoshi 1.5


Mgmt Against For Elect Director Okada, Motoya 1.6


Mgmt For For Elect Director Torikai, Shigekazu 1.7

Page 173 of 185



United Super Markets Holdings, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Makino, Naoko 1.8

Mgmt Against For Elect Director Terakawa, Akira 1.9


Mgmt Against For Appoint Statutory Auditor Mizuhashi, Tatsuo 2.1


Mgmt Against For Appoint Statutory Auditor Yoyogi, Tadayoshi 2.2


Mgmt Against For Appoint Statutory Auditor Koyama, Shigeru 2.3


Mgmt Against For Appoint Statutory Auditor Ihara, Koichi 2.4


UNITIL Corp.


Meeting Type: Annual Ticker: UTL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Director Mark H. Collin Mgmt For For


Mgmt For For Elect Director Suzanne Foster 2.1


Mgmt For For Elect Director Justine Vogel 2.2


Page 174 of 185



UNITIL Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Lisa Crutchfield 3.1

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt Withhold For Elect Director Edward F. Godfrey 3.2

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Withhold For Elect Director Eben S. Moulton 3.3

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director David A. Whiteley 3.4

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.





US Foods Holding Corp.


Meeting Type: Annual Ticker: USFD

Primary ISIN: US9120081099 Primary SEDOL: BYVFC94

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Robert M. Dutkowsky Mgmt For Against


Page 175 of 185



US Foods Holding Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Sunil Gupta 1b

Mgmt For For Elect Director Pietro Satriano 1c



2

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Furthermore, severance payments should not exceed two yearÃ¢??s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Mgmt For For Amend Certificate of Incorporation to Declassify the Board

4

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


Van de Velde NV


Meeting Type: Annual Ticker: VAN


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


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

1


Mgmt For For Adopt Financial Statements 3

Page 176 of 185



Van de Velde NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt For For Approve Allocation of Income and Dividends 5

Mgmt For For Approve Discharge of Directors 6.a

Mgmt For For Approve Discharge of Auditors 6.b

Mgmt Receive Information on Resignation of Positron BVBA, Permanently Represented by Erwin Van

Laethem, as Director

7

Mgmt Against For Reelect Lucas Laureys as Director 8.a

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

Mgmt Against For Reelect Benoit Graulich BVBA, Permanently Represented by Benoit Graulich, as Director

8.b

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

Mgmt For For Reelect Emetico NV, Permanently Represented by Yvan Jansen, as Independent Director

8.c

Mgmt For For Elect Valseba BVBA, Permanently Represented by Isabelle Maes, as Independent Director

8.d

Mgmt For For Reelect Mavac BVBA, Permanently Represented by Marleen Vaesen, as Director

8.e

Mgmt For For Ratify Ernst & Young as Auditors and Approve Auditors' Remuneration

9


Vector Group Ltd.


Meeting Type: Annual Ticker: VGR

Primary ISIN: US92240M1080 Primary SEDOL: 2515803

Page 177 of 185



Vector Group Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Bennett S. LeBow Mgmt For Withhold

Voter Rationale: The board should act with accountability to the investors it represents and take action on majority shareholder votes. Furthermore, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director Howard M. Lorber 1.2


Mgmt For For Elect Director Ronald J. Bernstein 1.3

Mgmt Withhold For Elect Director Stanley S. Arkin 1.4

Voter Rationale: Executive pay is not in line with company performance because the company has not adequately responded to last year's low say-on-pay vote results. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time. Furthermore, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Henry C. Beinstein 1.5

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt Withhold For Elect Director Paul V. Carlucci 1.6

Voter Rationale: Executive pay is not in line with company performance because the company has not adequately responded to last year's low say-on-pay vote results. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time.

Mgmt Withhold For Elect Director Jean E. Sharpe 1.7

Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Given that there has been meaningful board refreshment during the year under review, we will not oppose this nominee for board and committee independence issues. However, this director is not sufficiently independent to serve as the independent lead director. In addition, executive pay is not in line with company performance because the company has not adequately responded to last year's low say-on-pay vote results. The compensation committee should do more to respond to best practices in pay that help establish compensation packages that reward strong performance and build shareholder value over time.

Mgmt For For Elect Director Barry Watkins 1.8


Page 178 of 185



Vector Group Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Furthermore, the plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Moreover, severance payments should not exceed two yearâ??s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.




Vital KSK Holdings, Inc.



Primary ISIN: JP3778280002 Primary SEDOL: B60DQY6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Suzuki, Ken Mgmt For For

Mgmt For For Elect Director Murai, Taisuke 1.2

Mgmt Against For Elect Director Hattori, Tamotsu 1.3


Mgmt Against For Elect Director Ichijo, Takeshi 1.4


Mgmt Against For Elect Director Ichijo, Hiroshi 1.5


Mgmt Against For Elect Director Okamoto, Soichiro 1.6


Page 179 of 185



Vital KSK Holdings, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Yoden, Takenori 1.7


Mgmt Against For Elect Director Yamaki, Haruo 1.8


Mgmt Against For Elect Director Kitanaka, Hiroshi 1.9


Mgmt Against For Elect Director Matsui, Shutaro 1.10


Mgmt Against For Elect Director Manabe, Masaaki 1.11


Mgmt Against For Elect Director Yoshimura, Yasuaki 1.12


Mgmt For For Appoint Statutory Auditor Saito, Mitsuhiro 2

Walmart Inc.


Meeting Type: Annual Ticker: WMT


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Cesar Conde Mgmt For For

Mgmt For For Elect Director Stephen "Steve" J. Easterbrook 1b

Mgmt For For Elect Director Timothy "Tim" P. Flynn 1c

Mgmt For For Elect Director Sarah J. Friar 1d

Mgmt For For Elect Director Carla A. Harris 1e

Mgmt For For Elect Director Thomas "Tom" W. Horton 1f

Mgmt For For Elect Director Marissa A. Mayer 1g

Mgmt For For Elect Director C. Douglas "Doug" McMillon 1h

Page 180 of 185



Walmart Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Gregory "Greg" B. Penner 1i

Mgmt For For Elect Director Steven "Steve" S Reinemund 1j

Mgmt For For Elect Director S. Robson "Rob" Walton 1k

Mgmt For For Elect Director Steuart L. Walton 1l




SH For Against Report on Sexual Harassment 4

Voter Rationale: Additional information on the company's sexual harassment policies could help shareholders better asses the company's management of related risks.

SH Against Against Provide for Cumulative Voting 5

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

Waterstone Financial, Inc.


Meeting Type: Annual Ticker: WSBF

Primary ISIN: US94188P1012 Primary SEDOL: BJ7BVV6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Ellen S. Bartel Mgmt For For


Mgmt Withhold For Elect Director Thomas E. Dalum 1.2

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than a third of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Elect Director Kristine A. Rappe 1.3


Page 181 of 185



Waterstone Financial, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, severance payments should not exceed two yearâ??s pay. Larger severance packages should be subject to a separate shareholder approval.

Mgmt For For Ratify RSM US LLP as Auditors 3

Weis Markets, Inc.


Meeting Type: Annual Ticker: WMK


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jonathan H. Weis Mgmt For For

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. In addition, the company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

Mgmt For For Elect Director Harold G. Graber 1.2


Mgmt For For Elect Director Dennis G. Hatchell 1.3


Mgmt For For Elect Director Edward J. Lauth, III 1.4


Mgmt For For Elect Director Gerrald B. Silverman 1.5


Mgmt For For Ratify RSM US LLP as Auditors 2

SH For Against Require a Majority Vote for the Election of Directors

3

Voter Rationale: Directors should receive majority support from shareholders in order to be elected. Plurality voting allows directors with only minority support to be appointed to the board. The board should take decisive action and introduce a binding majority voting standard.

Page 182 of 185



Western Asset Mortgage Capital Corporation


Meeting Type: Annual Ticker: WMC

Primary ISIN: US95790D1054 Primary SEDOL: B8421W6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Edward D. Fox Mgmt For For

Mgmt For For Elect Director James W. Hirschmann, III 1.2


Mgmt For For Elect Director Ranjit M. Kripalani 1.3

Mgmt For For Elect Director M. Christian Mitchell 1.4

Mgmt For For Elect Director Jennifer W. Murphy 1.5

Mgmt Withhold For Elect Director Richard W. Roll 1.6

Voter Rationale: The company has failed to include say-on-pay and say-on-pay frequency proposals on the ballot without a specific rationale.


Wuestenrot & Wuerttembergische AG


Meeting Type: Annual Ticker: WUW


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3

Mgmt Against For Approve Discharge of Supervisory Board for Fiscal 2018

4

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

Page 183 of 185



Wuestenrot & Wuerttembergische AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Hans Dietmar Sauer to the Supervisory

Board 5.1

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

Mgmt For For Elect Peter Buschbeck to the Supervisory Board 5.2

Mgmt For For Elect Nadine Gatzert to the Supervisory Board 5.3

Mgmt Against For Elect Reiner Hagemann to the Supervisory Board

5.4

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

Mgmt Against For Elect Corinna Linner to the Supervisory Board 5.5

Voter Rationale: For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.In addition, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.Furthermore, in the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.

Mgmt Against For Elect Marika Lulay to the Supervisory Board 5.6


Mgmt Against For Elect Hans-Ulrich Schulz to the Supervisory

Board 5.7

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

Mgmt Against For Elect Jutta Stoecker to the Supervisory Board 5.8

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

Page 184 of 185



Page 185 of 185

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The information, opinions estimates or forecasts contained in this document were obtained from sources

reasonably believed to be reliable and are subject to change at any time. The report reflects voting

instructions given, not votes cast and the information has been provided by an external supplier. BMO

Global Asset Management may from time to time deal in investments that may be mentioned herein on

behalf of their clients. © 2015 BMO Global Asset Management. All rights reserved. BMO Global Asset

Management is a trading name of F&C Management Limited, which is authorised and regulated by the

Financial Conduct Authority.