vote summary report...amend memorandum of association to reflect for for changes in capital 2 amend...

Voting June 2019

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

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

GlaxoSmithKline Consumer Healthcare Ltd. Meeting Date: 06/01/2019 Country: India

Meeting Type: Court Ticker: 500676

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Scheme of Amalgamation 1

Wipro Limited Meeting Date: 06/01/2019 Country: India

Meeting Type: Special Ticker: 507685

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Buyback of Equity Shares For For

For For Elect Arundhati Bhattacharya as Director 2

Bravida Holding AB Meeting Date: 06/03/2019 Country: Sweden

Meeting Type: Special Ticker: BRAV

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Elect Chairman of Meeting For For

For For Prepare and Approve List of Shareholders 3

For For Approve Agenda of Meeting 4

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

For For Acknowledge Proper Convening of Meeting 6

Against For Approve Performance Share Matching Plan LTIP 2019

7.a

Voter Rationale: Lack of disclosure around the performance targets attached to the plan.

Blended Rationale: Lack of disclosure around the performance targets attached to the plan.


Bravida Holding AB Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Approve Equity Plan Financing Through Issuance of Class C Shares

7.b1



Against For Approve Equity Plan Financing Through Repurchase of Class C Shares

7.b2



Against For Approve Equity Plan Financing Through Transfer of Common Shares

7.b3



Against For Approve Alternative Equity Plan Financing 7.c

Voter Rationale: Additional costs compared to primary source of financing.

Blended Rationale: Additional costs compared to primary source of financing.

China Oriental Group Company Limited Meeting Date: 06/03/2019 Country: Bermuda

Meeting Type: Annual Ticker: 581

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports

For For

For For Approve Final Dividend and Special Dividend 2

For For Elect Zhu Jun as Director 3a

For For Elect Han Li as Director 3b

For For Elect Wang Tianyi as Director 3c

For For Authorize Board to Fix Remuneration of Directors

3d

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

4


China Oriental Group Company Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

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

5

Voter Rationale: Share issuance limit exceeds 10% of share capital

Blended Rationale: Share issuance limit exceeds 10% of share capital

For For Authorize Repurchase of Issued Share Capital 6

Against For Authorize Reissuance of Repurchased Shares 7

Voter Rationale: Discount limit not disclosed

Blended Rationale: Discount limit not disclosed

Cholamandalam Investment and Finance Company Limited Meeting Date: 06/03/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Sub-Division of Equity Shares For For

For For Amend Memorandum of Association to Reflect Changes in Capital

2

For For Amend Objects Clause of Memorandum of Association

3

Companhia de Saneamento Basico do Estado de Sao Paulo SABESP Meeting Date: 06/03/2019 Country: Brazil

Meeting Type: Special Ticker: SBSP3

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Evaluation and Nominating Committee Members

For For

For For Amend Article 8 2

For For Consolidate Bylaws 3


Companhia de Saneamento Basico do Estado de Sao Paulo SABESP Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Rectify Remuneration of Company's Management Approved at the April 29, 2019, AGM

4

Voter Rationale: Lack of disclosure so unable to make an informed decision.

Blended Rationale: Lack of disclosure so unable to make an informed decision.

Fluidigm Corporation Meeting Date: 06/03/2019 Country: USA

Meeting Type: Annual Ticker: FLDM

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Laura M. Clague For For

For For Elect Director Samuel D. Colella 1.2

For For Elect Director Stephen Christopher Linthwaite 1.3

For For Advisory Vote to Ratify Named Executive Officers' Compensation

2

For For Amend Omnibus Stock Plan 3

For For Ratify PricewaterhouseCoopers LLP as Auditors 4

LMS Capital Plc Meeting Date: 06/03/2019 Country: United Kingdom

Meeting Type: Annual Ticker: LMS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Approve Remuneration Report 2

For For Re-elect Rod Birkett as Director 3

For For Re-elect Martin Knight as Director 4

For For Re-elect Neil Lerner as Director 5

For For Re-elect Robert Rayne as Director 6


LMS Capital Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Reappoint BDO LLP as Auditors 7

For For Authorise Board to Fix Remuneration of Auditors 8

For For Authorise Issue of Equity 9

For For Authorise Issue of Equity without Pre-emptive Rights

10

For For Authorise Market Purchase of Ordinary Shares 11

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

12

Maisons du Monde SA Meeting Date: 06/03/2019 Country: France

Meeting Type: Annual/Special Ticker: MDM

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Financial Statements and Statutory Reports

For For

For For Approve Consolidated Financial Statements and Statutory Reports

2

For For Approve Allocation of Income and Dividends of EUR 0.47 per Share

3

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

4

For For Approve Non-Compete Agreement with Julie Walbaum, CEO

5

For For Approve Compensation of Ian Cheshire, Chairman of the Board

6

For For Approve Remuneration Policy of Ian Cheshire, Chairman of the Board

7

Against For Approve Compensation of Gilles Petit, CEO Until June 30, 2018

8

Voter Rationale: Lack of disclosure around the qualitative criteria in the bonus which have hit target consistently.

Blended Rationale: Lack of disclosure around the qualitative criteria in the bonus which have hit target consistently.

For For Approve Remuneration Policy of Julie Walbaum, CEO Since July 1, 2018 Re: FY 2018

9


Maisons du Monde SA Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Approve Compensation of Julie Walbaum, CEO Since July 1, 2018

10

Voter Rationale: Lack of disclosure around the qualitative criteria in the bonus which have hit target consistently.

Blended Rationale: Lack of disclosure around the qualitative criteria in the bonus which have hit target consistently.

Against For Approve Remuneration Policy of Julie Walbaum, CEO Re: FY 2019

11

Voter Rationale: The performance period of the LTIP is less than three years so is not sufficiently long term orientated.

Blended Rationale: The performance period of the LTIP is less than three years so is not sufficiently long term orientated.

For For Elect Julie Walbaum as Director 12

For For Approve Remuneration of Directors in the Aggregate Amount of EUR 500,000

13

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

14

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

15

For For Amend Article 22 of Bylaws Re: Alternate Auditor

16

For For Authorize Filing of Required Documents/Other Formalities

17

Nexteer Automotive Group Limited Meeting Date: 06/03/2019 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Approve Final Dividend 2

For For Elect Zhao Guibin as Director 3a1

Against For Elect Fan, Yi as Director 3a2

Voter Rationale: Non-independent nominee on a board that is not a third independent, which is widely recognised as best practice

Blended Rationale: Non-independent nominee on a board that is not a third independent, which is widely recognised as best practice

For For Elect Liu, Jianjun as Director 3a3


Nexteer Automotive Group Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Elect Wang, Jian as Director 3b



Against For Elect Liu, Ping as Director 3c




3d


4


5A

Voter Rationale: Share issuance limit exceeds 10% of current share capital

Blended Rationale: Share issuance limit exceeds 10% of current share capital

For For Authorize Repurchase of Issued Share Capital 5B

Against For Authorize Reissuance of Repurchased Shares 5C



Prosegur Cash SA Meeting Date: 06/03/2019 Country: Spain

Meeting Type: Annual Ticker: CASH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Consolidated and Standalone Financial Statements

For For

For For Approve Non-Financial Information Report 2

For For Approve Allocation of Income and Dividends 3

For For Approve Discharge of Board 4

For For Reelect Christian Gut Revoredo as Director 5

For For Reelect Jose Antonio Lasanta Luri as Director 6


Prosegur Cash SA Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Reelect Antonio Rubio Merino as Director 7

For For Renew Appointment of KPMG Auditores as Auditor for FY 2019

8.A

For For Appoint Ernst & Young as Auditor for FY 2020, 2021 and 2022

8.B

Against For Advisory Vote on Remuneration Report 9

Voter Rationale: Lack of disclosure around performance metrics attached to the bonus.

Blended Rationale: Lack of disclosure around performance metrics attached to the bonus.

For For Authorize Board to Ratify and Execute Approved Resolutions

10

Regal International Airport Group Company Limited Meeting Date: 06/03/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve 2018 Work Report of the Board of Directors

For For

For For Approve 2018 Work Report of the Board of Supervisors

2

For For Approve 2018 Audited Financial Statements of the Company and Its Subsidiaries

3

For For Approve Non-Distribution of Final Dividend 4

For For Approve Remuneration of Directors and Supervisors

5

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

6

For For Elect Wang Hong as Director, Approve His Emoluments, and Authorize Board to Execute a Service Contract with Him

7

For For Elect Wang Hexin as Director, Approve His Emoluments, and Authorize Board to Execute a Service Contract with Him

8

For For Elect Liao Hongyu as Supervisor, Approve His Emoluments, and Authorize Board to Execute a Service Contract with Him

9


Regal International Airport Group Company Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Approve Proposals Put Forward by Any Shareholder(s) Holding Five Percent or More of the Shares Entitled to Vote

10

Voter Rationale: Shareholders don’t know in advance what is going to be raised

Blended Rationale: Shareholders don’t know in advance what is going to be raised

For For Approve 2018 Supplemental Parent Company Domestic Shares Subscription Agreement

11

For For Approve Termination Agreement Entered Into Between the Company and Hainan HNA

12

For For Approve Extension of the Validity Period of the Resolutions in Relation to the Parent Company Subscription, for a Further Period of Nine (9) Months, from December 26, 2018 to September 25, 2019

13

For For Approve Extension of the Validity Period of the Specific Mandate in Relation to the New H Shares Issue and the Resolutions on the Specific Mandate for the New H Shares Issue and Listing of New H Shares on the Stock Exchange

14

For For Approve Class of Shares to be Issued 14.1

For For Approve Time of Issuance 14.2

For For Approve Size of Issuance 14.3

For For Approve Ranking of New H Shares 14.4

For For Approve Listing 14.5

For For Approve Method of Issuance 14.6

For For Approve Target Placees 14.7

For For Approve Pricing Mechanism 14.8

For For Approve Method of Subscription 14.9

For For Approve Accumulated Profits 14.10

For For Approve Use of Proceeds 14.11

For For Approve Validity Period of the Resolutions 14.12

For For Approve Extension of Authorization to the Board Granted by the General Meeting of Shareholders to Deal with and Complete the Parent Company Subscription

15

For For Approve Extension of Authorization to the Board Granted by the General Meeting of Shareholders to Deal with and Complete All Matters in Relation to the New H Shares Issue

16



Proposal Text

Mgmt Rec

Vote Instruction

Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights for Domestic Shares or H Shares

17

Voter Rationale: Issuance limit exceeds 10% of share capital and discount limit is not disclosed

Blended Rationale: Issuance limit exceeds 10% of share capital and discount limit is not disclosed

Against For Other Business 18

Voter Rationale: Shareholders don’t know in advance what is going to be raised

Blended Rationale: Shareholders don’t know in advance what is going to be raised

Regal International Airport Group Company Limited Meeting Date: 06/03/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve 2018 Supplemental Parent Company Domestic Shares Subscription Agreement

For For

For For Approve Termination Agreement Entered Into Between the Company and Hainan HNA

2

For For Approve Extension of the Validity Period of the Resolutions in Relation to the Parent Company Subscription, for a Further Period of Nine (9) Months, from December 26, 2018 to September 25, 2019

3

For For Approve Extension of the Validity Period of the Specific Mandate in Relation to the New H Shares Issue and the Resolutions on the Specific Mandate for the New H Shares Issue and Listing of New H Shares on the Stock Exchange

4

For For Approve Class of Shares to be Issued 4.1

For For Approve Time of Issuance 4.2

For For Approve Size of Issuance 4.3

For For Approve Ranking of New H Shares 4.4

For For Approve Listing 4.5

For For Approve Method of Issuance 4.6

For For Approve Target Placees 4.7

For For Approve Pricing Mechanism 4.8



Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Method of Subscription 4.9

For For Approve Accumulated Profits 4.10

For For Approve Use of Proceeds 4.11

For For Approve Validity Period of the Resolutions 4.12

For For Approve Extension of Authorization to the Board Granted by the General Meeting of Shareholders to Deal with and Complete the Parent Company Subscription

5

For For Approve Extension of Authorization to the Board Granted by the General Meeting of Shareholders to Deal with and Complete All Matters in Relation to the New H Shares Issue

6

Against For Other Business 7

Voter Rationale: Shareholders don't know in advance what will be raised under this item

Blended Rationale: Shareholders don't know in advance what will be raised under this item

Sixt Leasing SE Meeting Date: 06/03/2019 Country: Germany

Meeting Type: Annual Ticker: LNSX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Approve Allocation of Income and Dividends of EUR 0.48 per Share

For For

For For Approve Discharge of Management Board for Fiscal 2018

3

For For Approve Discharge of Supervisory Board for Fiscal 2018

4

For For Ratify Deloitte GmbH as Auditors for Fiscal 2019 5

For For Amend Corporate Purpose 6

The Buckle, Inc. Meeting Date: 06/03/2019 Country: USA

Meeting Type: Annual Ticker: BKE


The Buckle, Inc.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Daniel J. Hirschfeld For For

For For Elect Director Dennis H. Nelson 1.2

For For Elect Director Thomas B. Heacock 1.3

For For Elect Director Kari G. Smith 1.4

Withhold For Elect Director Hank M. Bounds 1.5

Voter Rationale: Withhold vote for incumbent members of Nomination Committee due to ongoing concerns with level of board refreshment.

Blended Rationale: Withhold vote for incumbent members of Nomination Committee due to ongoing concerns with level of board refreshment.

Withhold For Elect Director Bill L. Fairfield 1.6



Withhold For Elect Director Bruce L. Hoberman 1.7



Withhold For Elect Director Michael E. Huss 1.8



Withhold For Elect Director John P. Peetz, III 1.9



For For Elect Director Karen B. Rhoads 1.10

Withhold For Elect Director James E. Shada 1.11



For For Ratify Deloitte & Touche LLP as Auditor 2

For For Approve Executive Incentive Bonus Plan 3


Tingyi (Cayman Islands) Holding Corp. Meeting Date: 06/03/2019 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Approve Special Dividend 3

For For Elect Teruo Nagano as Director and Authorize Board to Fix His Remuneration

4

For For Elect Wei, Hong-Chen as Director and Authorize Board to Fix His Remuneration

5

For For Elect Hsu, Shin-Chun as Director and Authorize Board to Fix His Remuneration

6

For For Approve Mazars CPA Limited as Auditors and Authorize Board to Fix Their Remuneration

7


8







For For Amend Articles of Association 11

UnitedHealth Group Incorporated Meeting Date: 06/03/2019 Country: USA

Meeting Type: Annual Ticker: UNH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director William C. Ballard, Jr. For For

For For Elect Director Richard T. Burke 1b

For For Elect Director Timothy P. Flynn 1c


UnitedHealth Group Incorporated Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Director Stephen J. Hemsley 1d

For For Elect Director Michele J. Hooper 1e

For For Elect Director F. William McNabb, III 1f

For For Elect Director Valerie C. Montgomery Rice 1g

For For Elect Director John H. Noseworthy 1h

For For Elect Director Glenn M. Renwick 1i

For For Elect Director David S. Wichmann 1j

For For Elect Director Gail R. Wilensky 1k


2

For For Ratify Deloitte & Touche LLP as Auditors 3

For Against Amend Proxy Access Right 4

Voter Rationale: enhance existing rights for shareholders

Blended Rationale: enhance existing rights for shareholders

Watsco, Inc. Meeting Date: 06/03/2019 Country: USA

Meeting Type: Annual Ticker: WSO

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Brian E. Keeley For For

For For Elect Director Steven "Slava" Rubin 1.2

Against For Advisory Vote to Ratify Named Executive Officers' Compensation

2

Blended Rationale: A vote AGAINST this proposal is warranted. While CEO pay has declined somewhat, concern remains with the discretionary nature of the short-term incentive program, as well as the design of the long-term awards, which provides for outsized pay opportunities based on short-term performance and non-rigorous goals. For the year in review, the CEO's equity grant value alone exceeded the median pay in the ISS peer group. The long-term awards are also in the form of Class B shares which could further entrench the CEO and perpetuate the company's dual-class structure.

For For Ratify KPMG LLP as Auditor 3


Wipro Ltd. Meeting Date: 06/03/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Buyback of Equity Shares For For

For For Elect Arundhati Bhattacharya as Director 2

WuXi AppTec Co., Ltd. Meeting Date: 06/03/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve 2018 Report of the Board of Directors For For

For For Approve 2018 Report of Supervisory Committee 2

For For Approve 2018 Annual Reports and Its Summary 3

For For Approve 2018 Financial Report 4

Against For Approve Provision of External Guarantees 5

Voter Rationale: The company could be taking in a disproportionate amount of risk relative to its ownership stake without compelling justification.

Blended Rationale: The company could be taking in a disproportionate amount of risk relative to its ownership stake without compelling justification.

For For Approve Remuneration of Directors 6

For For Approve Remuneration of Supervisors 7

For For Approve Deloitte Touche Tohmatsu as PRC Auditor and Internal Control Auditor

8

For For Approve Deloitte Touche Tohmatsu as Offshore Financial Report Auditors

9

For For Approve Foreign Exchange Hedging Limit 10

For For Approve Expansion of Business Scope 11

For For Approve Amendments to the Management Measures on Raised Funds

12

For For Approve 2018 Profit Distribution Plan 13


WuXi AppTec Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights for A Shares and/or H shares

14

Voter Rationale: The share issuance limit exceeds 10% of existing share capital

Blended Rationale: The share issuance limit exceeds 10% of existing share capital

For For Authorize Repurchase of Issued A and H Share Capital

15

Against For Approve Issuance of Debt Financing Instruments

16

Voter Rationale: Lack of disclosure on details of proposal

Blended Rationale: Lack of disclosure on details of proposal

For For Approve Increase in Registered Capital 17


For For Amend Rules and Procedures Regarding General Meetings of Shareholders

19

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

20

WuXi AppTec Co., Ltd. Meeting Date: 06/03/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve 2018 Profit Distribution Plan For For

For For Authorize Repurchase of Issued A and H Share Capital

2

Yuzhou Properties Company Limited Meeting Date: 06/03/2019 Country: Cayman Islands



Yuzhou Properties Company Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Lam Lung On as Director 3a

For For Elect Wee Henny Soon Chiang as Director 3b

For For Elect Zhai Pu as Director 3c

For For Elect Xie Mei as Director 3d

For For Elect Lam Yu Fong as Director 3e


4

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

5


6







Absa Group Ltd. Meeting Date: 06/04/2019 Country: South Africa

Meeting Type: Annual Ticker: ABG

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Reappoint Ernst & Young Inc. as Auditors of the Company with Ernest van Rooyen as the Designated Auditor

For For

For For Re-elect Alex Darko as Director 2.1

For For Re-elect Daisy Naidoo as Director 2.2

For For Re-elect Francis Okomo-Okello as Director 2.3


Absa Group Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Mohamed Husain as Director 2.4

For For Re-elect Peter Matlare as Director 2.5

For For Elect Sipho Pityana as Director 3

For For Re-elect Alex Darko as Member of the Group Audit and Compliance Committee

4.1

For For Re-elect Colin Beggs as Member of the Group Audit and Compliance Committee

4.2

For For Re-elect Daisy Naidoo as Member of the Group Audit and Compliance Committee

4.3

For For Re-elect Mohamed Husain as Member of the Group Audit and Compliance Committee

4.4

For For Re-elect Tasneem Abdool-Samad as Member of the Group Audit and Compliance Committee

4.5

For For Place Authorised but Unissued Shares under Control of Directors

5

For For Approve Share Incentive Plan 6

For For Approve Remuneration Policy 1

Against For Approve Remuneration Implementation Report 2

Voter Rationale: David Hodnett has been treated as a good leaver for the purposes of his outstanding equity awards. The Company announced in April 2018 that he would take a two-month sabbatical; however, he resigned with effect from 15 May 2018 and served his notice period until February end of 2019, a decision which is stated to be on the basis of a "mutual separation agreement". He joined Standard Bank, a listed rival bank, as Chief Risk Officer with effect from 1 May 2019. The remuneration policy and scheme rules define a good leaver as someone who leaves due to injury,disability, ill health, retirement or redundancy, none of which apply in this case

Blended Rationale: David Hodnett has been treated as a good leaver for the purposes of his outstanding equity awards. The Company announced in April 2018 that he would take a two-month sabbatical; however, he resigned with effect from 15 May 2018 and served his notice period until February end of 2019, a decision which is stated to be on the basis of a "mutual separation agreement". He joined Standard Bank, a listed rival bank, as Chief Risk Officer with effect from 1 May 2019. The remuneration policy and scheme rules define a good leaver as someone who leaves due to injury,disability, ill health, retirement or redundancy, none of which apply in this case

For For Approve Remuneration of Non-Executive Directors

1

For For Authorise Repurchase of Issued Share Capital 2

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

3

Alliance Data Systems Corporation Meeting Date: 06/04/2019 Country: USA

Meeting Type: Annual Ticker: ADS


Alliance Data Systems Corporation

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Bruce K. Anderson For For

For For Elect Director Roger H. Ballou 1.2

For For Elect Director Kelly J. Barlow 1.3

For For Elect Director Edward J. Heffernan 1.4

For For Elect Director Kenneth R. Jensen 1.5

For For Elect Director Robert A. Minicucci 1.6

For For Elect Director Timothy J. Theriault 1.7

For For Elect Director Laurie A. Tucker 1.8

For For Elect Director Sharen J. Turney 1.9


2

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

For For Ratify Deloitte & Touche LLP as Auditors 3

Arrow Global Group Plc Meeting Date: 06/04/2019 Country: United Kingdom

Meeting Type: Annual Ticker: ARW

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Abstain For Approve Remuneration Report 2

Voter Rationale: Increase in fixed and LTIP not split equally to incorporate more FCF. Lack of disclosure.

Blended Rationale: Increase in fixed and LTIP not split equally to incorporate more FCF. Lack of disclosure.


For For Re-elect Jonathan Bloomer as Director 4

For For Re-elect Lee Rochford as Director 5

For For Re-elect Paul Cooper as Director 6

For For Re-elect Lan Tu as Director 7


Arrow Global Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Maria Luis Albuquerque as Director 8

For For Re-elect Andrew Fisher as Director 9

For For Reappoint KPMG LLP as Auditors 10


For For Authorise EU Political Donations and Expenditure

12



14

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

15



17

Athene Holding Ltd. Meeting Date: 06/04/2019 Country: Bermuda

Meeting Type: Annual Ticker: ATH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director James R. Belardi For For

For For Elect Director Matthew R. Michelini 1.2

For For Elect Director Brian Leach 1.3

For For Elect Director Gernot Lohr 1.4

For For Elect Director Marc Rowan 1.5

For For Elect Director Scott Kleinman 1.6

For For Elect Director Mitra Hormozi 1.7

For For Elect Subsidiary Director James R. Belardi 2.1

For For Elect Subsidiary Director Robert L. Borden 2.2

For For Elect Subsidiary Director Frank L. Gillis 2.3

For For Elect Subsidiary Director Gernot Lohr 2.4


Athene Holding Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Subsidiary Director Hope Schefler Taitz 2.5

For For Elect Subsidiary Director William J. Wheeler 2.6

For For Elect Subsidiary Director Natasha Scotland Courcy

3.1




4.1




5.1



For For Authorize Board to Fix Remuneration of the Auditors

7


8

For For Amend Bylaws 9

For For Approve Omnibus Stock Plan 10

For None Shareholder Represents that Neither they nor Any of its Tax Attributed Affiliates Owns Any Class B Shares or Any Equity Interests of Apollo Global Management or AP Alternative Assets. If You do not Mark Yes your Vote may Not Count. For = Yes; Against= No

A

For None Shareholder Represents that it is Neither an Employee of Apollo Group nor a Management Shareholder, If You do not Mark Yes your Vote may Not Count For = Yes and Against= No

B

BlackRock Smaller Cos. Trust Plc Meeting Date: 06/04/2019 Country: United Kingdom

Meeting Type: Annual Ticker: BRSC


BlackRock Smaller Cos. Trust Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Elect Ronald Gould as Director 4

For For Re-elect Caroline Burton as Director 5

For For Re-elect Michael Peacock as Director 6

For For Re-elect Susan Platts-Martin as Director 7

For For Re-elect Robert Robertson as Director 8

For For Reappoint PricewaterhouseCoopers LLP as Auditors

9

For For Authorise the Audit Committee to Fix Remuneration of Auditors

10



12


Citrix Systems, Inc. Meeting Date: 06/04/2019 Country: USA

Meeting Type: Annual Ticker: CTXS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Robert M. Calderoni For For

For For Elect Director Nanci E. Caldwell 1b

For For Elect Director Jesse A. Cohn 1c

For For Elect Director Robert D. Daleo 1d

For For Elect Director Murray J. Demo 1e

For For Elect Director Ajei S. Gopal 1f

For For Elect Director David J. Henshall 1g


Citrix Systems, Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Director Thomas E. Hogan 1h

For For Elect Director Moira A. Kilcoyne 1i

For For Elect Director Peter J. Sacripanti 1j

Against For Amend Omnibus Stock Plan 2


For For Ratify Ernst & Young LLP as Auditor 3


4


Cognizant Technology Solutions Corporation Meeting Date: 06/04/2019 Country: USA

Meeting Type: Annual Ticker: CTSH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Zein Abdalla For For

For For Elect Director Maureen Breakiron-Evans 1b

For For Elect Director Jonathan Chadwick 1c

For For Elect Director John M. Dineen 1d

For For Elect Director Francisco D'Souza 1e

For For Elect Director John N. Fox, Jr. 1f

For For Elect Director Brian Humphries 1g

For For Elect Director John E. Klein 1h

For For Elect Director Leo S. Mackay, Jr. 1i

For For Elect Director Michael Patsalos-Fox 1j

For For Elect Director Joseph M. Velli 1k


2

For For Ratify PricewaterhouseCoopers LLP as Auditor 3


Cognizant Technology Solutions Corporation Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For Against Report on Political Contributions 4

Voter Rationale: The company is asked to disclose in detail its political contributions, and a vote "for" is warranted considering the current gaps in transparency, as well as influence of government policy over its operations.

Blended Rationale: The company is asked to disclose in detail its political contributions, and a vote "for" is warranted considering the current gaps in transparency, as well as influence of government policy over its operations.

Against Against Require Independent Board Chairman 5

Dermapharm Holding SE Meeting Date: 06/04/2019 Country: Germany

Meeting Type: Annual Ticker: DMP

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Approve Allocation of Income and Dividends of EUR 0.77 per Share

For For


3


4

For For Ratify Warth & Klein Grant Thornton AG as Auditors for Fiscal 2019

5

Fortive Corporation Meeting Date: 06/04/2019 Country: USA

Meeting Type: Annual Ticker: FTV

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director Mitchell P. Rales For For

For For Elect Director Steven M. Rales 1B

For For Elect Director Jeannine Sargent 1C

For For Elect Director Alan G. Spoon 1D

For For Ratify Ernst & Young LLP as Auditors 2


3


Fortive Corporation Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Eliminate Supermajority Vote Requirement 4

General Motors Company Meeting Date: 06/04/2019 Country: USA

Meeting Type: Annual Ticker: GM

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Mary T. Barra For For

For For Elect Director Wesley G. Bush 1b

For For Elect Director Linda R. Gooden 1c

For For Elect Director Joseph Jimenez 1d

For For Elect Director Jane L. Mendillo 1e

For For Elect Director Judith A. Miscik 1f

For For Elect Director Patricia F. Russo 1g

For For Elect Director Thomas M. Schoewe 1h

For For Elect Director Theodore M. Solso 1i

For For Elect Director Carol M. Stephenson 1j

For For Elect Director Devin N. Wenig 1k


2

Voter Rationale: Minimum vesting period less than 3 years



For Against Report on Lobbying Payments and Policy 5

Voter Rationale: The proponent asks for an annual report with more detailed information around the company's lobbying activities, processes and oversight. Given the company operates in an industry with increasing regulatory and government influence, a vote "for" is warranted.


GRUH Finance Limited Meeting Date: 06/04/2019 Country: India

Meeting Type: Court Ticker: 511288

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Scheme of Amalgamation For For

Hermes International SCA Meeting Date: 06/04/2019 Country: France

Meeting Type: Annual/Special Ticker: RMS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Financial Statements and Statutory Reports

For For

For For Approve Consolidated Financial Statements and Statutory Reports

2

For For Approve Discharge of General Managers 3


4

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

5

Voter Rationale: Lack of disclosure around agreement with Studio des Fleurs.

Blended Rationale: Lack of disclosure around agreement with Studio des Fleurs.

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

6

Voter Rationale: Can be continued during a takeover period.

Blended Rationale: Can be continued during a takeover period.

Against For Approve Compensation of Axel Dumas, General Manager

7

Voter Rationale: Large discretionary element so unable to ensure pay for performance alignment.

Blended Rationale: Large discretionary element so unable to ensure pay for performance alignment.

Against For Approve Compensation of Emile Hermes SARL, General Manager

8




Hermes International SCA Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Reelect Charles-Eric Bauer as Supervisory Board Member

9

Voter Rationale: Lack of independence on the board.

Blended Rationale: Lack of independence on the board.

Against For Reelect Julie Guerrand as Supervisory Board Member

10



For For Reelect Dominique Senequier as Supervisory Board Member

11

For For Elect Alexandre Viros as Supervisory Board Member

12

For For Elect Estelle Brachlianoff as Supervisory Board Member

13

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

14

Against For Authorize Capitalization of Reserves of up to 40 Percent of Issued Capital for Bonus Issue or Increase in Par Value

15

Voter Rationale: Could be used for antitakeover purposes.

Blended Rationale: Could be used for antitakeover purposes.

Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to 40 Percent of Issued Capital

16



Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to 40 Percent of Issued Capital

17



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

18

Against For Approve Issuance of Equity or Equity-Linked Securities up to 20 Percent of Issued Capital Per Year for Private Placements

19



Against For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind

20




Hermes International SCA Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Authorize Filing of Required Documents/Other Formalities

21

KAR Auction Services, Inc. Meeting Date: 06/04/2019 Country: USA

Meeting Type: Annual Ticker: KAR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Donna R. Ecton For For

For For Elect Director James P. "Jim" Hallett 1b

For For Elect Director Mark E. Hill 1c

For For Elect Director J. Mark Howell 1d

For For Elect Director Stefan Jacoby 1e

For For Elect Director Lynn Jolliffe 1f

For For Elect Director Michael T. Kestner 1g

For For Elect Director John P. Larson 1h

For For Elect Director Stephen E. Smith 1i


2

For For Ratify KPMG LLP as Auditors 3

Ladder Capital Corp Meeting Date: 06/04/2019 Country: USA

Meeting Type: Annual Ticker: LADR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Alan H. Fishman For Withhold


Ladder Capital Corp Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Blended Rationale: A WITHHOLD vote is warranted for incumbent director nominee Alan Fishman given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the bylaws and the classified board, each of which adversely impacts shareholder rights.A WITHHOLD vote is further warranted for Alan Fishman, as a member of the compensation committee, due to an unmitigated pay-for-performance misalignment. Ongoing concerns exist with the structure of the annual and long-term incentive programs, including problematic structures with uncapped award potentials, a retesting feature for performance-based equity awards, and fully vested equity awards.

Withhold For Elect Director Pamela McCormack 1.2

Blended Rationale: A WITHHOLD vote is warranted for non-independent director nominee Pamela McCormack for failing to establish a board on which a majority of the directors are independent directors.

For For Elect Director David Weiner 1.3


MDC Partners Inc. Meeting Date: 06/04/2019 Country: Canada

Meeting Type: Annual Ticker: MDCA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Mark J. Penn For For

For For Elect Director Charlene Barshefsky 1.2

For For Elect Director Daniel S. Goldberg 1.3

For For Elect Director Bradley J. Gross 1.4

For For Elect Director Anne Marie O'Donovan 1.5

For For Elect Director Kristen M. O'Hara 1.6

For For Elect Director Desiree Rogers 1.7

For For Elect Director Irwin D. Simon 1.8

For For Approve BDO USA, LLP as Auditors and Authorize Board to Fix Their Remuneration

2


3

Newmont Mining Corporation Meeting Date: 06/04/2019 Country: USA

Meeting Type: Annual Ticker: NEM


Newmont Mining Corporation

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Gregory H. Boyce For For

For For Elect Director Bruce R. Brook 1.2

For For Elect Director J. Kofi Bucknor 1.3

For For Elect Director Joseph A. Carrabba 1.4

For For Elect Director Noreen Doyle 1.5

For For Elect Director Gary J. Goldberg 1.6

For For Elect Director Veronica M. Hagen 1.7

For For Elect Director Sheri E. Hickok 1.8

For For Elect Director Rene Medori 1.9

For For Elect Director Jane Nelson 1.10

For For Elect Director Julio M. Quintana 1.11

For For Elect Director Molly P. Zhang 1.12


2



Pacira Biosciences, Inc. Meeting Date: 06/04/2019 Country: USA

Meeting Type: Annual Ticker: PCRX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Paul Hastings For For

For For Elect Director John Longenecker 1.2

For For Elect Director Andreas Wicki 1.3

For For Ratify KPMG LLP as Auditors 2


3

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


Pacira Biosciences, Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Amend Omnibus Stock Plan 5

Voter Rationale: Equity program is estimated to be excessively dilutive (overriding factor); the cost is excessive, disclosure of the CIC vesting treatment is incomplete; and the plan also allows broad discretion to accelerate vesting.

Blended Rationale: Equity program is estimated to be excessively dilutive (overriding factor); the cost is excessive, disclosure of the CIC vesting treatment is incomplete; and the plan also allows broad discretion to accelerate vesting.

Rosneft Oil Co. Meeting Date: 06/04/2019 Country: Russia

Meeting Type: Annual Ticker: ROSN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Annual Report For For

For For Approve Financial Statements 2

For For Approve Allocation of Income 3

For For Approve Dividends 4

For For Approve Remuneration of Members of Audit Commission

6

For For Elect Olga Andrianova as Member of Audit Commission

8.1

For For Elect Aleksandr Bogashov as Member of Audit Commission

8.2

For For Elect Sergey Poma as Member of Audit Commission

8.3

For For Elect Zakhar Sabantsev as Member of Audit Commission

8.4

For For Elect Pavel Shumov as Member of Audit Commission

8.5

For For Ratify Auditor 9

Scorpio Tankers Inc. Meeting Date: 06/04/2019 Country: Marshall Isl

Meeting Type: Annual Ticker: STNG


Scorpio Tankers Inc.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Cameron Mackey For For

For For Elect Director Alexandre Albertini 1.2

For For Elect Director Marianne Okland 1.3

For For Ratify PricewaterhouseCoopers Audit as Auditors

2

Sherborne Investors (Guernsey) C Ltd. Meeting Date: 06/04/2019 Country: Guernsey

Meeting Type: Annual Ticker: SIGC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Re-elect Talmai Morgan as Director 3

For For Re-elect Trevor Ash as Director 4

For For Re-elect Christopher Legge as Director 5

For For Re-elect Ian Brindle as Director 6

For For Ratify Deloitte LLP as Auditors 7



Sunac China Holdings Ltd. Meeting Date: 06/04/2019 Country: Cayman Islands



Sunac China Holdings Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Tian Qiang as Director 3A1

For For Elect Huang Shuping as Director 3A2

For For Elect Li Qin as Director 3A3

For For Elect Ma Lishan as Director 3A4


3B

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

4


5A

Voter Rationale: The share issuance limit exceeds 10% of current share capital

Blended Rationale: The share issuance limit exceeds 10% of current share capital





The TJX Companies, Inc. Meeting Date: 06/04/2019 Country: USA

Meeting Type: Annual Ticker: TJX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Zein Abdalla For For

For For Elect Director Alan M. Bennett 1.2

For For Elect Director Rosemary T. Berkery 1.3

For For Elect Director David T. Ching 1.4

For For Elect Director Ernie Herrman 1.5


The TJX Companies, Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Director Michael F. Hines 1.6

For For Elect Director Amy B. Lane 1.7

For For Elect Director Carol Meyrowitz 1.8

For For Elect Director Jackwyn L. Nemerov 1.9

For For Elect Director John F. O'Brien 1.10

For For Elect Director Willow B. Shire 1.11



3

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

Against Against Report on Prison Labor in Supply Chain 5

For Against Report on Human Rights Risks in Operations and Supply Chain

6

Voter Rationale: TJX discloses some information, including its expectations for vendors' protection of human rights, training and methodology in monitoring the compliance of suppliers. However, the company appears to be lagging some of its peers regarding measures taken to assess, prevent, mitigate, and remedy any adverse human rights impacts resulting from its business operations. It does not focus on the supply chain of the majority of its products that are developed for other retailers, and does not disclose information on the number of violations found in its audit process. For this reason, support is warranted, as more information would provide shareholders with meaningful information about how well the company is managing this risk.

Blended Rationale: TJX discloses some information, including its expectations for vendors' protection of human rights, training and methodology in monitoring the compliance of suppliers. However, the company appears to be lagging some of its peers regarding measures taken to assess, prevent, mitigate, and remedy any adverse human rights impacts resulting from its business operations. It does not focus on the supply chain of the majority of its products that are developed for other retailers, and does not disclose information on the number of violations found in its audit process. For this reason, support is warranted, as more information would provide shareholders with meaningful information about how well the company is managing this risk.

Tian Ge Interactive Holdings Ltd. Meeting Date: 06/04/2019 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Elect Fu Zhengjun as Director 2

For For Elect Cao Fei as Director 3


Tian Ge Interactive Holdings Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Yang Wenbin as Director 4

For For Elect Chan Wing Yuen Hubert as Director 5


6


7


8A

Voter Rationale: The share issuance limit exceeds 10% of outstanding share capital

Blended Rationale: The share issuance limit exceeds 10% of outstanding share capital



Voter Rationale: Discount limit is not disclosed

Blended Rationale: Discount limit is not disclosed

Against For Approve Allotment and Issuance of Additional Shares Under the Restricted Share Unit Scheme

8D

Voter Rationale: The performance conditions and the vesting condition for awards to be granted under the scheme have not been disclosed and directors eligible to receive awards under the scheme are involved in the administration of the scheme.

Blended Rationale: The performance conditions and the vesting condition for awards to be granted under the scheme have not been disclosed and directors eligible to receive awards under the scheme are involved in the administration of the scheme.

Tiffany & Co. Meeting Date: 06/04/2019 Country: USA

Meeting Type: Annual Ticker: TIF

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Alessandro Bogliolo For For

For For Elect Director Rose Marie Bravo 1b

For For Elect Director Hafize Gaye Erkan 1c

For For Elect Director Roger N. Farah 1d

For For Elect Director Jane Hertzmark Hudis 1e

For For Elect Director Abby F. Kohnstamm 1f

For For Elect Director James E. Lillie 1g


Tiffany & Co. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Director William A. Shutzer 1h

For For Elect Director Robert S. Singer 1i

For For Elect Director Francesco Trapani 1j

For For Elect Director Annie Young-Scrivner 1k



3


TruFin Plc Meeting Date: 06/04/2019 Country: Jersey

Meeting Type: Annual Ticker: TRU

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorise Market Purchase of Ordinary Shares Pursuant to the Tender Offer

For For

For For Accept Financial Statements and Statutory Reports

2

For For Re-elect Simon Kenner as Director 3

For For Re-elect James van den Bergh as Director 4

For For Re-elect Raxita Kapashi as Director 5

For For Re-elect Steve Baldwin as Director 6

For For Re-elect Penny Judd as Director 7

Against For Re-elect Peter Whiting as Director 8

Voter Rationale: Over boarded with various external appointments and committee memberships.

Blended Rationale: Over boarded with various external appointments and committee memberships.

For For Re-elect Paul Dentskevich as Director 9

For For Ratify Deloitte LLP as Auditors 10





TruFin Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


14

Western Alliance Bancorporation Meeting Date: 06/04/2019 Country: USA

Meeting Type: Annual Ticker: WAL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director Bruce Beach For For

For For Elect Director Howard N. Gould 1B

For For Elect Director Steven J. Hilton 1C

For For Elect Director Marianne Boyd Johnson 1D

For For Elect Director Robert P. Latta 1E

For For Elect Director Todd Marshall 1F

For For Elect Director Adriane C. McFetridge 1G

For For Elect Director James E. Nave 1H

For For Elect Director Michael Patriarca 1I

For For Elect Director Robert Gary Sarver 1J

For For Elect Director Donald D. Snyder 1K

For For Elect Director Sung Won Sohn 1L

For For Elect Director Kenneth A. Vecchione 1M


2

For For Ratify RSM US LLP as Auditors 3

Advanced Medical Solutions Group Plc Meeting Date: 06/05/2019 Country: United Kingdom

Meeting Type: Annual Ticker: AMS


Advanced Medical Solutions Group Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Against For Approve Remuneration Report 2

Voter Rationale: Increases in overall quantum of pay and lack of stretch in targets.

Blended Rationale: Increases in overall quantum of pay and lack of stretch in targets.

For For Reappoint Deloitte LLP as Auditors and Authorise Their Remuneration

3

For For Re-elect Penny Freer as Director 4

For For Re-elect Steve Bellamy as Director 5

For For Elect Eddie Johnson as Director 6


Against For Approve Share Option Plan 8

Voter Rationale: Excessive dilution.

Blended Rationale: Excessive dilution.



10


Allegion Plc Meeting Date: 06/05/2019 Country: Ireland

Meeting Type: Annual Ticker: ALLE

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Carla Cico For For

For For Elect Director Kirk S. Hachigian 1b

For For Elect Director Nicole Parent Haughey 1c

For For Elect Director David D. Petratis 1d

For For Elect Director Dean I. Schaffer 1e

For For Elect Director Charles L. Szews 1f


Allegion Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Director Martin E. Welch, III 1g


2


3

For For Renew the Board's Authority to Issue Shares Under Irish Law

4

For For Renew the Board's Authority to Opt-Out of Statutory Pre-Emptions Rights

5

ams AG Meeting Date: 06/05/2019 Country: Austria

Meeting Type: Annual Ticker: AMS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Approve Allocation of Income and Omission of Dividends

For For


3


4

For For Approve Remuneration of Supervisory Board Members

5

For For Ratify KPMG Austria GmbH as Auditors for Fiscal 2019

6

For For Elect Kin Wah Loh as Supervisory Board Member

7.1

For For Elect Brian Krzanich as Supervisory Board Member

7.2

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

8

Asymchem Laboratories (Tianjin) Co., Ltd. Meeting Date: 06/05/2019 Country: China



Asymchem Laboratories (Tianjin) Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Investment in Haihe Kailaiying Innovation Investment Fund

For For

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Investment in Haihe Kailaiying Innovation Investment Fund

1

Aviva Investors - Multi-strategy Target Income Fund Meeting Date: 06/05/2019 Country: Luxembourg

Meeting Type: Annual Ticker: R3VM0K.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive and Approve Board's and Auditor's Reports

For For

For For Approve Financial Statements 2

For For Approve Allocation of Income 3

For For Ratification of Dividends Paid in 2018 4

For For Approve Discharge of Directors 5

For For Re-elect Jacques Elvinger as Director 6.1

For For Re-elect Mark Flaherty as Director 6.2

For For Re-elect Kunal Oak as Director 6.3

For For Re-elect Hanna Duer as Director 6.4

For For Re-elect Louise Kay as Director 6.5

For For Approve Remuneration of Directors for an Aggregate Amount up to EUR 100,000 per Year

7

For For Renew Appointment of PricewaterhouseCoopers as Auditor

8


Aviva Investors - Multi-strategy Target Income Fund Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Transact Other Business (Voting) 9

Voter Rationale: Other business not disclosed.

Blended Rationale: Other business not disclosed.

Card Factory Plc Meeting Date: 06/05/2019 Country: United Kingdom

Meeting Type: Annual Ticker: CARD

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Paul Moody as Director 3

For For Re-elect Karen Hubbard as Director 4

For For Re-elect Kristian Lee as Director 5

For For Re-elect Octavia Morley as Director 6

For For Re-elect David Stead as Director 7

For For Re-elect Paul McCrudden as Director 8

For For Re-elect Roger Whiteside as Director 9


For For Reappoint KPMG LLP as Auditors 11

For For Authorise the Audit Committee to Fix Remuneration of Auditors

12



14

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

15



17


CEWE Stiftung & Co. KGaA Meeting Date: 06/05/2019 Country: Germany

Meeting Type: Annual Ticker: CWC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports for Fiscal 2018

For For


2

For For Approve Discharge of Personally Liable Partner Neumueller CEWE COLOR Stiftung for Fiscal 2018

3


4

For For Ratify BDO AG as Auditors for Fiscal 2019 5

For For Approve Stock Option Plan for Key Employees; Approve Creation of EUR 130,000 Pool of Conditional Capital to Guarantee Conversion Rights

6

Chicony Electronics Co., Ltd. Meeting Date: 06/05/2019 Country: Taiwan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Business Report and Consolidated and Individual Financial Statements

For For

For For Approve Profit Distribution 2

For For Approve Amendments to Articles of Association 3

For For Approve Amendments to Rules and Procedures Regarding Shareholder's General Meeting

4

For For Amend Rules and Procedures for Election of Directors and Supervisors

5

For For Amend Procedures Governing the Acquisition or Disposal of Assets

6

For For Amend Trading Procedures Governing Derivatives Products

7

For For Amend Procedures for Loaning of Funds 8


Chicony Electronics Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Amend Procedures for Endorsement and Guarantees

9

For For Elect Hsu, Kun-Tai with Shareholder No. 1, as Non-Independent Director

10.1

For For Elect Lu, Chin-Chung with Shareholder No. 112, as Non-Independent Director

10.2

For For Elect Tsai, Ming-Hsien with Shareholder No. 702, as Non-Independent Director

10.3

For For Elect Liu, Chia-Sheng, a Representative of Tong Ling Investment Co., Ltd. with Shareholder No. 8456, as Non-Independent Director

10.4

For For Elect Lee, Tse-Ching with Shareholder No. 232, as Non-Independent Director

10.5

For For Elect Lee, Yen-Sung with ID No. H102119XXX as Independent Director

10.6

For For Elect Lin, Ming-Ji with Shareholder No. 84531 as Independent Director

10.7

For For Elect Chu, Chia-Hsiang with ID No. H123394XXX as Independent Director

10.8

For For Approve Release of Restrictions of Competitive Activities of Newly Appointed Directors

11

China Man-Made Fiber Corp. Meeting Date: 06/05/2019 Country: Taiwan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Business Operations Report and Financial Statements

For For

For For Approve Plan on Profit Distribution 2

For For Amendments to Procedures Governing the Acquisition or Disposal of Assets

3

For For Approve Amendments to Rules and Procedures Regarding Shareholder's General Meeting

4

For For Approve the Issuance of New Shares by Capitalization of Profit

5

For For Elect LI,CIN-CAI, with SHAREHOLDER NO.H101536XXX as Independent Director

6.1


China Man-Made Fiber Corp. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect LI,DE-WEI, with SHAREHOLDER NO.A122122XXX as Independent Director

6.2

For For Elect SYU,LI-YE, with SHAREHOLDER NO.A126270XXX as Independent Director

6.3

Against None Elect Non-independent Directors No. 1 6.4






China Pacific Insurance (Group) Co. Ltd. Meeting Date: 06/05/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve 2018 Report of the Board of Directors For For

For For Approve 2018 Report of the Board of Supervisors

2

For For Approve 2018 Annual Report of A shares 3

For For Approve 2018 Annual Report of H shares 4

For For Approve 2018 Financial Statements and Report 5

For For Approve 2018 Profit Distribution Plan 6

For For Approve PricewaterhouseCoopers Zhong Tian LLP as PRC Auditor and Internal Control Auditor and PricewaterhouseCoopers as Hong Kong Auditor

7

For For Approve 2018 Due Diligence Report 8

For For Approve 2018 Report on Performance of Independent Directors

9

For For Elect Li Qiqiang as Director 10.1

For For Elect Lam Tyng Yih, Elizabeth as Director 10.2

For For Elect Chen Jizhong as Director 10.3


China Pacific Insurance (Group) Co. Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Jiang Xuping as Director 10.4

For For Amend Remuneration Management System of Directors and Supervisors

11


For For Amend Rules and Procedures Regarding General Meetings of Shareholders

13

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

14


15

Voter Rationale: Share issuance limit exceeds 10% of share capital and the discount limit is not disclosed

Blended Rationale: Share issuance limit exceeds 10% of share capital and the discount limit is not disclosed

Chlitina Holding Ltd. Meeting Date: 06/05/2019 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Business Operations Report and Financial Statements

For For

For For Approve Profit Distribution 2


For For Amend Procedures Governing the Acquisition or Disposal of Assets

4

For For Amend Procedures for Lending Funds to Other Parties

5

For For Amend Procedures for Endorsement and Guarantees

6

For For Approve Release of Restrictions of Competitive Activities of Directors

7

CITIC Limited Meeting Date: 06/05/2019 Country: Hong Kong



CITIC Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Li Qingping as Director 3

For For Elect Yan Shuqin as Director 4

For For Elect Liu Zhongyuan as Director 5

For For Elect Xu Jinwu as Director 6

For For Elect Gregory Lynn Curl as Director 7

For For Approve Not to Fill Up the Vacated Office of Paul Chow Man Yiu Upon His Retirement as a Director

8


9


10

Blended Rationale: A vote AGAINST this resolution is warranted for the following:- The share issuance limit is greater than 10 percent.- The company has not specified the discount limit.


Comcast Corporation Meeting Date: 06/05/2019 Country: USA

Meeting Type: Annual Ticker: CMCSA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Kenneth J. Bacon For For

For For Elect Director Madeline S. Bell 1.2

For For Elect Director Sheldon M. Bonovitz 1.3

For For Elect Director Edward D. Breen 1.4

For For Elect Director Gerald L. Hassell 1.5

For For Elect Director Jeffrey A. Honickman 1.6

For For Elect Director Maritza G. Montiel 1.7


Comcast Corporation Proposal Number

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For For Elect Director Asuka Nakahara 1.8

For For Elect Director David C. Novak 1.9

For For Elect Director Brian L. Roberts 1.10

For For Ratify Deloitte & Touche LLP as Auditor 2

For For Approve Nonqualified Employee Stock Purchase Plan

3


4


For Against Report on Lobbying Payments and Policy 6

Voter Rationale: Whilst the company provides some information, a vote 'for' is warranted as it is a high spender in federal lobbying and greater transparency regarding the use of corporate funds in the legislative and regulatory processes, in particular it's payments towards lobbying, would allow shareholders to assess whether it's lobbying is consistent with its expressed goals and in their best interests.

Blended Rationale: Whilst the company provides some information, a vote 'for' is warranted as it is a high spender in federal lobbying and greater transparency regarding the use of corporate funds in the legislative and regulatory processes, in particular it's payments towards lobbying, would allow shareholders to assess whether it's lobbying is consistent with its expressed goals and in their best interests.

Crystal International Group Limited Meeting Date: 06/05/2019 Country: Cayman Islands


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For For


For For Elect Lo Lok Fung Kenneth as Director 3a

For For Elect Wong Sing Wah as Director 3b

For For Elect Griffiths Anthony Nigel Clifton as Director 3c


3d

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

4



Crystal International Group Limited Proposal Number

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6

Voter Rationale: The share issuance limit exceeds 10% of current share capital

Blended Rationale: The share issuance limit exceeds 10% of current share capital


Voter Rationale: Discount limit is not disclosed

Blended Rationale: Discount limit is not disclosed

Detour Gold Corporation Meeting Date: 06/05/2019 Country: Canada

Meeting Type: Annual/Special Ticker: DGC

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1.1 Elect Director Andre Falzon For For

For For Elect Director Steven Feldman 1.2

For For Elect Director Judy Kirk 1.3

For For Elect Director Michael McMullen 1.4

For For Elect Director Christopher Robison 1.5

For For Elect Direc