west yorkshire pension fund · odontoprev sa 02-01-2019 egm no power of attorney linx sa 23-01-2019...

West Yorkshire Pension Fund


PROXY VOTING REVIEW

PERIOD 1st January 2019 to 31st March 2019

01-01-2019 to 31-03-2019 1 of 185


Contents

1 Resolution Analysis 31.1 Number of meetings voted by geographical location . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.2 Number of Resolutions by Vote Categories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.3 List of meetings not voted and reasons why . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51.4 List of meetings with rejected votes and reasons why . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61.5 Number of Votes by Region . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71.6 Votes Made in the Portfolio Per Resolution Category . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81.7 Votes Made in the UK Per Resolution Category . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91.8 Votes Made in the US Per Resolution Category . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101.9 Shareholder Votes Made in the US Per Resolution Category . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111.10 Votes Made in the EU Per Resolution Category . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121.11 Votes Made in the GL Per Resolution Category . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131.12 Geographic Breakdown of Meetings All Supported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141.13 List of all meetings voted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

2 Notable Oppose Vote Results With Analysis 22

3 Oppose/Abstain Votes With Analysis 25

4 Appendix 183

01-01-2019 to 31-03-2019 2 of 185


1 Resolution Analysis

• Number of resolutions voted: 2247 (note that it MAY include non-voting items).

• Number of resolutions supported by client: 1281

• Number of resolutions opposed by client: 440

• Number of resolutions abstained by client: 346

• Number of resolutions Non-voting: 169

• Number of resolutions Withheld by client: 9

• Number of resolutions Not Supported by client: 1

1.1 Number of meetings voted by geographical location

Location Number of Meetings Voted

UK & BRITISH OVERSEAS 63

EUROPE & GLOBAL EU 54

USA & CANADA 14

ASIA 35

JAPAN 7

AUSTRALIA & NEW ZEALAND 1

SOUTH AMERICA 19

TOTAL 193

01-01-2019 to 31-03-2019 3 of 185


1.2 Number of Resolutions by Vote Categories

Vote Categories Number of Resolutions

For 1281

Abstain 346

Oppose 440

Non-Voting 169

Not Supported 1

Withhold 9

US Frequency Vote on Pay 0

Withdrawn 0

TOTAL 2247

01-01-2019 to 31-03-2019 4 of 185


1.3 List of meetings not voted and reasons why

Company Meeting Date Type Comment

EI GROUP PLC 07-02-2019 AGM no ballor received

EI GROUP PLC 07-02-2019 EGM no ballot received

ALTERNATIVE LIQUIDITY FUND 25-02-2019 EGM Voted ISS

NOVOZYMES AS 27-02-2019 AGM zero votable shares

NOVARTIS AG 28-02-2019 AGM zero votable shares

CHINA LONGYUAN POWER GROUP 28-02-2019 EGM voted ISS

AGRICULTURAL BANK OF CHINA 01-03-2019 EGM zero votable shares

HANA FINANCIAL HOLDINGS 22-03-2019 AGM No ballot

01-01-2019 to 31-03-2019 5 of 185


1.4 List of meetings with rejected votes and reasons why

Company Meeting Date Type Comment

ODONTOPREV SA 02-01-2019 EGM No Power of Attorney

LINX SA 23-01-2019 EGM No Power of Attorney

SWEDBANK AB 28-03-2019 AGM No Power of Attorney

TRELLEBORG AB 27-03-2019 AGM No Power of Attorney

SKF AB 28-03-2019 AGM No Power of Attorney

01-01-2019 to 31-03-2019 6 of 185


1.5 Number of Votes by Region

Not US FrequencyFor Abstain Oppose Non-Voting Supported Withhold Withdrawn Vote on Pay Total

UK & BRITISH OVERSEAS 480 25 137 0 0 0 0 0 642

EUROPE & GLOBAL EU 474 193 169 166 1 0 0 0 1003

USA & CANADA 82 7 49 0 0 9 0 0 147

ASIA 130 79 57 2 0 0 0 0 268

JAPAN 69 0 10 0 0 0 0 0 79

AUSTRALIA & NEW ZEALAND 1 0 3 1 0 0 0 0 5

SOUTH AMERICA 45 42 15 0 0 0 0 0 102

TOTAL 1281 346 440 169 1 9 0 0 2247

01-01-2019 to 31-03-2019 7 of 185


1.6 Votes Made in the Portfolio Per Resolution Category

Portfolio

For Abstain Oppose Non-Voting Not Supported Withheld Withdrawn

All Employee Schemes 4 0 2 0 0 0 0

Annual Reports 122 50 47 2 0 0 0

Articles of Association 27 17 11 0 0 0 0

Auditors 83 22 42 0 0 1 0

Corporate Actions 10 2 2 0 0 0 0

Corporate Donations 13 0 1 0 0 0 0

Debt & Loans 4 0 1 0 0 0 0

Directors 621 191 145 0 1 8 0

Dividend 97 9 0 0 0 0 0

Executive Pay Schemes 3 5 23 0 0 0 0

Miscellaneous 75 11 17 6 0 0 0

NED Fees 34 26 12 0 0 0 0

Non-Voting 1 0 0 160 0 0 0

Say on Pay 0 0 13 0 0 0 0

Share Capital Restructuring 16 3 8 0 0 0 0

Share Issue/Re-purchase 159 4 96 1 0 0 0

Shareholder Resolution 12 6 20 0 0 0 0

01-01-2019 to 31-03-2019 8 of 185


1.7 Votes Made in the UK Per Resolution Category

UK



Remuneration Reports 19 1 14 0 0 0 0

Remuneration Policy 1 0 4 0 0 0 0

Dividend 38 0 0 0 0 0 0

Directors 189 16 33 0 0 0 0

Approve Auditors 20 4 12 0 0 0 0

Share Issues 79 2 9 0 0 0 0

Share Repurchases 11 0 24 0 0 0 0


All-Employee Schemes 3 0 0 0 0 0 0

Political Donations 12 0 0 0 0 0 0


Mergers/Corporate Actions 2 0 0 0 0 0 0

Meeting Notification related 25 0 0 0 0 0 0

All Other Resolutions 45 2 29 0 0 0 0


01-01-2019 to 31-03-2019 9 of 185


1.8 Votes Made in the US Per Resolution Category

US/Global US & Canada





Auditors 0 0 11 0 0 1 0



Debt & Loans 0 0 0 0 0 0 0

Directors 69 7 21 0 0 8 0

Dividend 0 0 0 0 0 0 0



NED Fees 0 0 0 0 0 0 0

Non-Voting 0 0 0 0 0 0 0

Say on Pay 0 0 12 0 0 0 0



01-01-2019 to 31-03-2019 10 of 185


1.9 Shareholder Votes Made in the US Per Resolution Category

US/Global US and Canada

For Abstain Oppose Non-Voting NotSupported

Withheld Withdrawn

Social Policy

Human Rights 0 1 0 0 0 0 0

Environmental 0 1 0 0 0 0 0

Executive Compensation

Performance Metrics Requirement 0 1 0 0 0 0 0

Other 0 1 0 0 0 0 0

Corporate Governance

Diversity of the Board/Director Qualification 0 1 0 0 1 0 0

Written Consent 0 0 0 0 1 0 0

Proxy Access 0 1 0 0 0 0 0

01-01-2019 to 31-03-2019 11 of 185


1.10 Votes Made in the EU Per Resolution Category

EU & Global EU





Auditors 27 14 16 0 0 0 0



Debt & Loans 4 0 1 0 0 0 0

Directors 233 146 48 0 1 0 0

Dividend 44 4 0 0 0 0 0



NED Fees 26 2 5 0 0 0 0

Non-Voting 1 0 0 157 0 0 0

Say on Pay 0 0 1 0 0 0 0




01-01-2019 to 31-03-2019 12 of 185


1.11 Votes Made in the GL Per Resolution Category

Global





Auditors 2 4 3 0 0 0 0



Debt & Loans 0 0 0 0 0 0 0

Directors 130 22 43 0 0 0 0

Dividend 15 5 0 0 0 0 0



NED Fees 7 24 6 0 0 0 0

Non-Voting 0 0 0 3 0 0 0

Say on Pay 0 0 0 0 0 0 0




01-01-2019 to 31-03-2019 13 of 185


1.12 Geographic Breakdown of Meetings All Supported

SZ

Meetings All For AGM EGM

1 0 0 0

AS


35 1 1 0

UK


63 15 5 10

EU


54 0 0 0

SA


19 5 1 4

GL


0 0 0 0

JP


7 2 2 0

US


14 2 0 2

TOTAL


193 25 9 16

01-01-2019 to 31-03-2019 14 of 185


1.13 List of all meetings voted

Company Meeting Date Type Resolutions For Abstain Oppose

ODONTOPREV SA 02-01-2019 EGM 5 3 0 2

BANK OF CHINA LTD 04-01-2019 EGM 45 44 0 1

CIRCASSIA PHARMACEUTICALS PLC 04-01-2019 EGM 1 1 0 0

CAMBRIA AUTOMOBILES PLC 04-01-2019 AGM 8 6 0 2

MILLICOM INTL CELLULAR SA 07-01-2019 EGM 9 8 0 1

BANK MANDIRI (PERSERO) TBK 07-01-2019 EGM 2 0 2 0

TOP GLOVE CORP BHD 08-01-2019 AGM 12 6 0 6

BARING EMERGING EUROPE PLC 10-01-2019 AGM 13 12 0 1

PHAROL SGPS SA 11-01-2019 EGM 1 0 0 1

INTERCONTINENTAL HOTELS GROUP PLC 11-01-2019 EGM 2 1 0 1

JIANGXI COPPER CO LTD 15-01-2019 EGM 6 5 0 1

INTERTEK GROUP PLC 16-01-2019 EGM 1 1 0 0

JUST GROUP PLC 16-01-2019 EGM 2 0 0 2

EVN AG 17-01-2019 AGM 4 2 0 1

THE EUROPEAN INVESTMENT TRUST PLC 22-01-2019 AGM 14 14 0 0

BECTON, DICKINSON AND COMPANY 22-01-2019 AGM 15 10 2 3

HARGREAVES SERVICE PLC 22-01-2019 EGM 1 0 0 1

MARSTON’S PLC 23-01-2019 AGM 16 13 1 2

WH SMITH PLC 23-01-2019 AGM 19 13 0 6

MCCARTHY & STONE PLC 23-01-2019 AGM 20 16 0 4

D. R. HORTON INC. 23-01-2019 AGM 7 1 0 6

AMER SPORTS CORP 23-01-2019 EGM 8 2 0 0

LINX SA 23-01-2019 EGM 1 0 0 1

COUNTRYSIDE PROPERTIES PLC 24-01-2019 AGM 17 15 0 2

COSTCO WHOLESALE CORPORATION 24-01-2019 AGM 9 5 0 4

METRO INC. 29-01-2019 AGM 18 8 0 10

01-01-2019 to 31-03-2019 15 of 185


UDG HEALTHCARE PLC 29-01-2019 AGM 22 18 0 4

VISA INC 29-01-2019 AGM 12 5 0 7

RESIDENTIAL SECURE INCOME PLC 29-01-2019 AGM 12 12 0 0

RENEW HOLDINGS 30-01-2019 AGM 9 8 0 1

SIEMENS AG 30-01-2019 AGM 40 2 34 3

CYBG PLC 30-01-2019 AGM 26 16 1 9

AVON RUBBER PLC 31-01-2019 AGM 18 14 0 4

ACCENTURE PLC 01-02-2019 AGM 16 9 4 3

EUROMONEY INSTITUTIONAL INVESTOR PLC 01-02-2019 AGM 20 15 1 4

THYSSENKRUPP AG 01-02-2019 AGM 7 4 1 1

JASA MARGA(INDONESIA HWY CO) 01-02-2019 EGM 1 0 1 0

EMERSON ELECTRIC CO. 05-02-2019 AGM 5 3 0 2

RECORDATI SPA 05-02-2019 EGM 5 3 1 0

GRAINGER PLC 06-02-2019 AGM 17 13 0 4

IMPERIAL BRANDS PLC 06-02-2019 AGM 20 12 2 6

VICTREX PLC 06-02-2019 AGM 24 17 1 6

ROYAL BANK OF SCOTLAND GROUP 06-02-2019 EGM 1 0 0 1

MTG-MODERN TIMES GROUP AB 07-02-2019 EGM 9 1 0 1

COMPASS GROUP PLC 07-02-2019 AGM 22 13 5 4

THOMAS COOK GROUP PLC 07-02-2019 AGM 19 16 0 3

EASYJET PLC 07-02-2019 AGM 20 15 2 3

PHAROL SGPS SA 08-02-2019 EGM 1 0 0 1

SHAFTESBURY PLC 08-02-2019 AGM 22 18 0 4

TUI AG 12-02-2019 AGM 34 30 0 3

POLYMETAL INTERNATIONAL PLC 13-02-2019 EGM 1 0 0 1

RWS HOLDINGS PLC 13-02-2019 AGM 15 6 1 8

GCP INFRASTRUCTURE INVESTMENTS LTD 14-02-2019 AGM 15 13 1 1

GCP INFRASTRUCTURE INVESTMENTS LTD 14-02-2019 EGM 1 1 0 0

01-01-2019 to 31-03-2019 16 of 185


OSRAM LICHT AG 19-02-2019 AGM 21 19 1 0

GRAINCORP LTD 20-02-2019 AGM 5 1 0 3

SSP GROUP PLC 21-02-2019 AGM 19 14 0 5

GREENCOAT UK WIND PLC 25-02-2019 EGM 2 2 0 0

KROMEK GROUP PLC 25-02-2019 EGM 2 0 0 2

ALTERNATIVE LIQUIDITY FUND 25-02-2019 EGM 7 0 0 7

KONE CORP 26-02-2019 AGM 17 5 1 4

EDISTON PROPERTY INVESTMENT COMPANY 26-02-2019 AGM 10 10 0 0

RIVER AND MERCANTILE UK MICRO CAP INV COMPANY LTD 27-02-2019 AGM 10 8 1 1

THE SAGE GROUP PLC 27-02-2019 AGM 20 14 0 6

BTG PLC 28-02-2019 COURT 1 1 0 0

BTG PLC 28-02-2019 EGM 1 1 0 0

STERIS PLC 28-02-2019 EGM 2 0 0 2

STERIS PLC 28-02-2019 COURT 1 0 0 1

ALFA SAB DE CV 28-02-2019 EGM 3 3 0 0

ABERFORTH SMALLER COMPANIES TRUST PLC 28-02-2019 AGM 11 10 1 0

NOVARTIS AG 28-02-2019 AGM 29 20 2 7

ALFA SAB DE CV 28-02-2019 AGM 5 2 2 1

APPLE INC 01-03-2019 AGM 12 4 2 6

MEDICX FUND LTD 01-03-2019 EGM 1 1 0 0

LUCECO PLC 01-03-2019 EGM 1 1 0 0

NETSCIENTIFIC PLC 04-03-2019 EGM 1 0 0 0

NATURGY ENERGY GROUP SA 05-03-2019 AGM 15 10 0 4

ORSTED AS 05-03-2019 AGM 16 9 3 0

CARETECH HOLDINGS 05-03-2019 AGM 12 8 0 4

HILL-ROM HOLDINGS INC 06-03-2019 AGM 11 9 0 2

THE WALT DISNEY COMPANY 07-03-2019 AGM 13 10 0 3

BEIJING ENTERPRISES WATER GROUP 07-03-2019 EGM 2 0 0 2

01-01-2019 to 31-03-2019 17 of 185


APPLIED MATERIALS INC 07-03-2019 AGM 14 4 0 10

WARTSILA OYJ ABP 07-03-2019 AGM 18 7 0 3

SINOPHARM GROUP CO 08-03-2019 EGM 1 0 0 1

MAPFRE 08-03-2019 AGM 17 12 2 3

BANCO BRADESCO 11-03-2019 CLASS 2 1 1 0

QUALCOMM INCORPORATED 12-03-2019 AGM 14 11 1 2

CIA SANEAMENTO BASICO ESTADO SAO PAULO 12-03-2019 EGM 5 2 2 1

PANDORA AS 13-03-2019 AGM 21 14 4 1

CARLSBERG AS 13-03-2019 AGM 15 8 6 0

CORPORACION INMOBILIARIA VESTA SAB DE CV 13-03-2019 AGM 10 9 0 1

SAVANNAH PETROLEUM PLC 14-03-2019 EGM 4 3 0 1

STORA ENSO OYJ 14-03-2019 AGM 18 8 1 1

BENCHMARK HOLDINGS PLC 14-03-2019 AGM 11 6 1 4

BANCO BILBAO VIZCAYA ARGENTARIA SA (BBVA) 14-03-2019 AGM 11 7 2 2

DSV A/S 15-03-2019 AGM 16 6 6 2

GEELY AUTOMOBILE HLDGS LTD 15-03-2019 EGM 1 0 1 0

LG CHEMICAL LTD 15-03-2019 AGM 7 3 4 0

TRYG AS 15-03-2019 AGM 17 10 1 4

LG UPLUS CORP 15-03-2019 AGM 8 1 5 2

THK CO LTD 16-03-2019 AGM 9 8 0 1

TOMTOM NV 18-03-2019 EGM 4 2 0 0

DANSKE BANK AS 18-03-2019 AGM 37 13 6 16

DISTRIBUIDORA INTERNACIONAL de ALIMENTACION 19-03-2019 AGM 17 11 1 5

OI S.A. 19-03-2019 EGM 6 6 0 0

SURESERVE PLC 19-03-2019 AGM 13 6 0 7

BB HEALTHCARE TRUST PLC 19-03-2019 AGM 15 15 0 0

CARGOTEC CORP 19-03-2019 AGM 18 8 0 3

RPC GROUP PLC 20-03-2019 COURT 1 0 1 0

01-01-2019 to 31-03-2019 18 of 185


RPC GROUP PLC 20-03-2019 EGM 1 0 1 0

ZTE CORP 20-03-2019 EGM 16 6 2 8

SAFESTORE HOLDINGS PLC 20-03-2019 AGM 17 14 0 3

STARBUCKS CORPORATION 20-03-2019 AGM 14 9 2 3

SAMSUNG ELECTRONICS CO LTD 20-03-2019 AGM 7 7 0 0

SCA (SVENSKA CELLULOSA) AB 20-03-2019 AGM 27 9 0 10

VALMET CORP 21-03-2019 AGM 17 10 1 2

BB BIOTECH AG 21-03-2019 AGM 14 7 0 7

BLACKROCK THROGMORTON TRUST PLC 21-03-2019 AGM 12 12 0 0

SYDBANK AS 21-03-2019 AGM 29 4 22 1

CHEIL WORLDWIDE INC 21-03-2019 AGM 5 1 3 1

WAL MART DE MEXICO SA 21-03-2019 AGM 11 0 11 0

NOVO NORDISK A/S 21-03-2019 AGM 22 13 3 5

NKT HOLDING A/S 21-03-2019 AGM 15 4 7 0

BEAZLEY PLC 21-03-2019 AGM 19 17 1 1

HANA FINANCIAL HOLDINGS 22-03-2019 AGM 11 0 11 0

JIANGXI COPPER CO LTD 22-03-2019 EGM 1 0 0 1

FOMENTO ECONOMICO MEXICANO 22-03-2019 AGM 7 0 7 0

SAMSUNG C&T CORPORATION 22-03-2019 AGM 3 2 1 0

TAEYOUNG ENGINEERING & CONST 22-03-2019 AGM 5 0 5 0

SK HYNIX 22-03-2019 AGM 7 5 0 2

BRIDGESTONE CORP 22-03-2019 AGM 12 12 0 0

SAMSUNG FIRE & MARINE INS 22-03-2019 AGM 5 2 3 0

DAEWOONG PHARM CO LTD 22-03-2019 AGM 5 0 5 0

NAVER CORP 22-03-2019 AGM 12 4 5 3

KB FINANCIAL GROUP 23-03-2019 AGM 10 7 2 1

MINAS BUENAVENTURA SA 25-03-2019 AGM 7 4 0 3

SHISEIDO CO LTD 26-03-2019 AGM 10 9 0 1

01-01-2019 to 31-03-2019 19 of 185


SKANDINAVISKA ENSKILDA BANKEN (SEB) 26-03-2019 AGM 36 15 2 10

FORTUM OYJ 26-03-2019 AGM 19 7 0 4

FIBRA PROLOGIS PROPERTY MEXICO 26-03-2019 AGM 5 1 4 0

CATCO REINSURANCE OPPORTUNITIES 26-03-2019 EGM 1 1 0 0

CATCO REINSURANCE OPPORTUNITIES 26-03-2019 EGM 2 2 0 0

SK TELECOM CO LTD 26-03-2019 AGM 7 3 3 1

HICL INFRASTRUCTURE COMPANY LIMITED 26-03-2019 EGM 4 3 0 1

JYSKE BANK 26-03-2019 AGM 51 3 43 4

KAO CORPORATION 26-03-2019 AGM 11 10 0 1

ASAHI GROUP HOLDINGS LTD 26-03-2019 AGM 17 13 0 4

NILFISK HOLDINGS 26-03-2019 AGM 14 6 6 0

NON-STANDARD FINANCE PLC 26-03-2019 EGM 1 0 1 0

SIAM CEMENT PCL 27-03-2019 AGM 9 5 2 2

REDROW PLC 27-03-2019 EGM 6 5 0 1

LS CORP 27-03-2019 AGM 3 0 3 0

SHINHAN FINANCIAL GROUP LTD 27-03-2019 AGM 15 11 1 3

SIEMENS GAMESA RENEWABLE ENERGY SA 27-03-2019 AGM 15 11 2 2

ERICSSON 27-03-2019 AGM 35 20 2 5

GREEN CROSS HOLDINGS CORP 27-03-2019 AGM 5 0 5 0

TRELLEBORG AB 27-03-2019 AGM 17 6 0 1

KOREA GAS CORP 27-03-2019 AGM 3 0 3 0

RM PLC 27-03-2019 AGM 17 13 1 3

ABENGOA SA 27-03-2019 EGM 3 1 0 2

THE RENEWABLES INFRASTRUCTURE GROUP 27-03-2019 EGM 1 1 0 0

SVENSKA HANDELSBANKEN 27-03-2019 AGM 33 11 2 12

OUTOKUMPU OY 27-03-2019 AGM 18 12 0 1

CANON INC 28-03-2019 AGM 10 7 0 3

KONECRANES PLC 28-03-2019 AGM 21 11 0 3

01-01-2019 to 31-03-2019 20 of 185


HANKOOK TIRE CO LTD 28-03-2019 AGM 4 0 2 2

TIM PARTICIPACOES SA 28-03-2019 CLASS 8 6 1 1

ADVANCED INFO SERVICE PCL 28-03-2019 AGM 10 4 0 5

SKF AB 28-03-2019 AGM 26 17 4 2

DEUTSCHE TELEKOM 28-03-2019 AGM 8 6 0 1

GJENSIDIGE FORSIKRING 28-03-2019 AGM 21 9 4 4

CEMEX SAB DE CV 28-03-2019 EGM 3 2 1 0

NORDEA BANK AB 28-03-2019 AGM 22 7 3 5

CEMEX SAB DE CV 28-03-2019 AGM 9 0 9 0

ENAGAS SA 28-03-2019 AGM 11 8 2 1

WAREHOUSE REIT PLC 28-03-2019 EGM 7 5 0 2

SWEDBANK AB 28-03-2019 AGM 37 13 8 6

MARCOPOLO SA 28-03-2019 CLASS 1 1 0 0

BANCO DE CHILE 28-03-2019 AGM 10 1 4 5

ASAHI GLASS CO LTD 28-03-2019 AGM 10 10 0 0

MICRO FOCUS INTERNATIONAL PLC 29-03-2019 AGM 19 14 2 3

PHAROL SGPS SA 29-03-2019 AGM 9 2 6 1

CREDICORP LTD 29-03-2019 AGM 3 3 0 0

ELETROBRAS 29-03-2019 EGM 1 1 0 0

IBERDROLA SA 29-03-2019 AGM 20 14 0 6

PTT EXPLORATION & PRODUCTION 29-03-2019 AGM 10 4 1 4

ORION HOLDINGS 29-03-2019 AGM 6 0 3 3

HYUNDAI GREEN FOOD CO LTD 29-03-2019 AGM 11 2 2 7

GLI FINANCE LIMITED 29-03-2019 EGM 1 1 0 0

ORION CORP (SOUTH KOREA) 29-03-2019 AGM 7 4 2 1

KT&G CORP 29-03-2019 AGM 6 4 2 0

ST MODWEN PROPERTIES PLC 29-03-2019 AGM 17 14 0 3

01-01-2019 to 31-03-2019 21 of 185


2 Notable Oppose Vote Results With Analysis

Note: Here a notable vote is one where the Oppose result is at least 10%.

WH SMITH PLC AGM - 23-01-2019

17. Issue Shares for Cash for the Purpose of Financing an Acquisition or Other Capital InvestmentThe Board is seeking approval to issue up to an additional 5% of the Company’s issued share capital for cash for use only in connection with an acquisition or aspecified capital investment. Such proposal is not supported as it is considered that the 5% limit sought under the general authority above is sufficient. Best practicewould be to seek a specific authority from shareholders in relation to a specific transactions if such situation arises. As this is not the case, an oppose vote is thereforerecommended.

Vote Cast: Oppose Results: For: 86.7, Abstain: 2.0, Oppose/Withhold: 11.2,

D. R. HORTON INC. AGM - 23-01-2019

1c. Elect Director Brad S. AndersonNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.


2. Advisory Vote on Executive CompensationThe Company has submitted a proposal for shareholder ratification of its executive compensation policy and practices. The voting outcome for this resolution reflectsthe balance of opinion on the adequacy of disclosure, the balance of performance and reward and the terms of executive employment. The compensation rating is:EED. Based on this rating, it is recommended to oppose.


COUNTRYSIDE PROPERTIES PLC AGM - 24-01-2019

11. Re-appoint PricewaterhouseCoopers LLP as AuditorsPwC proposed. No non-audit fees was paid during the year under review and non-audit fees represent approximately 11.37% of audit fees on a three-year aggregatebasis. This level of non-audit fees does not raise serious concerns about the independence of the statutory auditor.

Vote Cast: For Results: For: 82.3, Abstain: 0.0, Oppose/Withhold: 17.7,

01-01-2019 to 31-03-2019 22 of 185


COSTCO WHOLESALE CORPORATION AGM - 24-01-2019

4. Approve the 2019 Incentive PlanThe Board seeks to approve 2019 incentive plan to succeed the Restated 2002 plan and to continue to utilise stock-based incentive awards. The proposed plancontains policies including a fungible share pool with shares issued as RSUs counting as 1.75 shares against the total share limit, double-trigger change in controlvesting for assumed awards, No repricing or cash-out of stock options without shareholder approval, no dividends paid on options or on unvested RSU awards, alimit on non-employee director cash and equity compensation, and no discounted stock options. The Board claims that the purpose of the plan is to allow selectedemployees, directors and consultants to the Company to participate in the Company’s future growth and success by offering them an opportunity to acquire stock inthe Company in order to retain, attract and motivate them.There are concerns with the stock awards section of the plan, which allows for accelerated of vesting for long service rather than performance conditions, which isnot considered best practice. The Remuneration committee will retain the right to grant awards that do not qualify as performance based compensation, which is alsonot considered best practice. While a cap on the maximum awards granted to non-employee directors is welcomed, the cap of 500,000 shares or USD 3 million isconsidered excessive. In addition, it is considered that non-employee directors should only receive the fixed fees for their board and committee responsibilities, andshould not receive additional awards or variable compensation. While elements of the plan are welcomed, such as the introduction of double-trigger provisions in theevent of a change of control, LTIPs are not considered an effective means of incentivising performance. These schemes are not considered to be properly long termand are subject to manipulation due to their discretionary nature. Shareholders are advised to oppose.


7. Shareholder Resolution: Report on Prison Labour in the Supply ChainCheck your LaTeX tags


CYBG PLC AGM - 30-01-2019

2. Approve the Remuneration ReportOverall disclosure is satisfactory, though the performance targets for the LTIP awarded during the year are not disclosed as they are considered commercially sensitive.The ratio of CEO pay compared with average employee pay is not acceptable, standing at 75:1. However, the CEO’s salary did not change while average employeepay rose by 1.7% and is therefore in line with the rest of the Company. Total variable pay during the year under review was not excessive, amounting to 62% of salaryfor the CEO.Rating: CD.


22. Authority to allot equity securities in connection with AT1 SecuritiesApproval is sought for the directors to allot shares in the Company, or grant rights to subscribe for, or convert securities into shares. Up to an aggregate nominalamount of GBP 15,000,000 in connection with the Virgin Money AT1 Securities issued by Virgin Money Holding (UK) plc on 31 July 2014 and 10 November 2016. Anadditional GBP 35,000,000 to be used to allow the Company to comply with or maintaining compliance with the regulatory requirements applicable to the Company

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and its subsidaries. The authority expires (unless previously renewed, varied or revoked by the Company in general meeting) at the 2024 AGM. The directors seek theauthority to enter into agreements which which would, or might, require shares to be allotted or rights to be granted after this authority expires.

The use of Contingent Convertible Securities (CCS) is not considered appropriate as they put investors at significant risk of dilution in the event that conversion occurs.CCSs are relatively new instruments and there are concerns that CCSs may create a situation which whilst converting some debt to equity actually disincentivisesequity investors from putting more new funds in to banks via rights issues, due to the dilutive effect of the conversion taking away much, or some, of the premium thatwould ordinarily accrue to shareholders. Previous events at Deutsche Bank has led to others voicing their concerns about the destabilising effect of CCSs on both theCCS price and the share price. Based on these concerns, an oppose vote is recommended.


23. Disapplication of pre-emption rights in connection with AT1 SecuritiesAuthority is sought to disapply the pre-emption rights in connection with AT1 Securities convertible securities. In line with our reasoning on resolution 22 oppositionrecommended.


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3 Oppose/Abstain Votes With Analysis

ODONTOPREV SA EGM - 02-01-2019

2. Ratify PricewaterhouseCoopers Auditores Independentes as the Independent Firm to Appraise Proposed TransactionPwC proposed as consultant for the purpose of evaluating the shareholder equity of the incorporated company. This consultant is not considered to be independentfrom the company as it is the current audit firm. Opposition is recommended.

Vote Cast: Oppose

3. Approve Independent Firm’s AppraisalThe report has been disclosed timely prior to the meeting. The consultant states in the valuation report that the net equity of the acquired Company is BRL 18.06million as of 30 September 2018. Although no serious concerns have been identified, opposition is recommended due to the proposed firm to appraise the transaction.

Vote Cast: Oppose

BANK OF CHINA LTD EGM - 04-01-2019

1. Approve General Share Issue MandateThe authority is limited to 20% of the share capital and expires at the next AGM. The authority exceeds recommended limits. An oppose vote is recommended.

Vote Cast: Oppose

CAMBRIA AUTOMOBILES PLC AGM - 04-01-2019

1. Receive the Annual ReportDisclosure is considered adequate and the annual report was made available sufficiently before the meeting. The financial statements have been audited andunqualified. Although not required to do so under AIM listing regulations, it is considered best practice for the Remuneration report to be submitted to a shareholdervote. As the Company has failed to do this, an oppose vote is recommended.

Vote Cast: Oppose

4. Re-appoint KPMG LLP as Auditors.KPMG proposed. Non-audit fees represented 35.16% of audit fees during the year under review and 35.90% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. The date of appointment of the current audit firm is undisclosed, meaning the length oftenure is not known. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

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MILLICOM INTL CELLULAR SA EGM - 07-01-2019

8. Approve directors revised annual remuneration effective on a pro rata temporis basis for the period from second listing to the 2019 AGM.The Board is seeking approval for a revised annual remuneration for directors. As per market practice, the proposed remuneration is likely to be made available only atthe meeting. The Non-Executive Directors will receive a variable component along with their fees. The total increase in fees from the 2018 AGM to the commencementof the Second Listing is considered to be excessive and has not been duly justified. On this basis, opposition has been recommended.

Vote Cast: Oppose

BANK MANDIRI (PERSERO) TBK EGM - 07-01-2019

1. Presentation and approval of the Company’s financial statements for the 3rd semestar 2018.There is insufficient disclosure of meeting materials in a timely manner to provide an informed vote. Support cannot be recommended.

Vote Cast: Abstain

2. Approve the changes to the composition of the Board of DirectorsThere is insufficient disclosure of meeting materials in a timely manner to provide an informed vote. Support cannot be recommended.

Vote Cast: Abstain

TOP GLOVE CORP BHD AGM - 08-01-2019

3. Re-elect Puan Sri Tong Siew BeeExecutive Director. The Director missed one Board meeting she was eligible to attend during the year under review. No adequate justification has been provided.Opposition vote is therefore recommended.

Vote Cast: Oppose

4. Re-elect Lim Hooi SinExecutive Director. The Director missed one General meeting he was eligible to attend during the year under review. No adequate justification has been provided.Opposition vote is therefore recommended.

Vote Cast: Oppose

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6. Approve the payment of directors’ benefits for the financial year ended 31 August 2018.The Board requests shareholders to approve the payment of Directors’ benefits amounting to MYR 200,000.00 from 9 January 2019 until the next AGM (FY 2018:MYR 133,000) and authorise the directors to fix their remuneration. This represents a 50% increase in directors’ benefits, which is considered excessive. No adequatejustification has been provided. Opposition is therefore recommended.

Vote Cast: Oppose

7. Re-appoint Ernst & Young as Auditors and Allow the Board to Determine their RemunerationEY proposed. Non-audit fees represented 107.06% of audit fees during the year under review and 216.19% on a three-year aggregate basis. This level of non-auditfees raises major concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

10. Proposed Allocation of Awards to Ang Eng Li AndreaThe Board seeks approval to authorise up to 300,000 Top Glove Shares under the Employee Share Grant Plan (ESGP) to Ang Eng Li Andrea, a person connectedwith Tan Sri Dr Lim Wee Chai and Puan Sri Tong Siew Bee, provided that not more than 10% of the Top Glove Shares made available under the ESGP and any otherschemes involving issuance of new Top Glove Shares to employees which may be implemented from time to time by the Company is allocated to her if she, eithersingly or collectively through persons connected with her, holds 20% or more of the total number of issued shares of the Company (excluding treasury shares), subjectto terms and conditions of the By-Laws and/or any adjustments which may be made in accordance with the provisions of the By-Laws and listing requirements, orany prevailing guidelines issued by Bursa Securities or any other relevant authorities, as amended from time to time. It is noted that the share grant plan provides anincentive to the Eligible Persons to participate more actively in the operations and future growth of the Company and reward and retain the Eligible Persons who havecontributed to the growth of the Company. However, it is noted that Ang Eng Li Andrea is connected to Tan Sri Dr Lim Wee Chai and Puan Sri Tong Siew Bee who arethe substantial shareholders. The ESGP committee comprise two executive directors which raises significant governance concerns. Also, the performance conditionsand performance periods have not been adequately described meaning that shareholders have not been given the opportunity to assess the plan appropriately. Onthese basis, an opposition vote is recommended.

Vote Cast: Oppose

11. Proposed Allocation of Options to Ang Eng Li AndreaThe Board seeks approval to authorise up to 300,000 Top Glove Shares under the Employee Share Options Scheme (ESOS) to Ang Eng Li Andrea, a person connectedwith Tan Sri Dr Lim Wee Chai and Puan Sri Tong Siew Bee, provided that not more than 10% of the Top Glove Shares made available under the ESOP and any otherschemes involving issuance of new Top Glove Shares to employees which may be implemented from time to time by the Company is allocated to her if she, eithersingly or collectively through persons connected with her, holds 20% or more of the total number of issued shares of the Company (excluding treasury shares), subjectto terms and conditions of the By-Laws and/or any adjustments which may be made in accordance with the provisions of the By-Laws and listing requirements, orany prevailing guidelines issued by Bursa Securities or any other relevant authorities, as amended from time to time. It is noted that the share grant plan provides anincentive to the Eligible Persons to participate more actively in the operations and future growth of the Company and reward and retain the Eligible Persons who havecontributed to the growth of the Company. However, it is noted that Ang Eng Li Andrea is connected to Tan Sri Dr Lim Wee Chai and Puan Sri Tong Siew Bee who arethe substantial shareholders. The ESGP committee comprise two executive directors which raises significant governance concerns. Also, the performance conditionsand performance periods have not been adequately described meaning that shareholders have not been given the opportunity to assess the plan appropriately. On

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these basis, an opposition vote is recommended.

Vote Cast: Oppose

BARING EMERGING EUROPE PLC AGM - 10-01-2019

8. Appoint the AuditorsKPMG proposed. No non-audit fees were paid during the year under review and 4.40% on a three-year aggregate basis. This level of non-audit fees does not raiseserious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concerns that failure toregularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

PHAROL SGPS SA EGM - 11-01-2019

1. Set the Number of Board Directors and Elect Members of the Corporate Bodies of the Company and the Remuneration Committee and Elect One Additional DirectorThe Board proposes this resolution due to the suspension of the election of the members of corporate bodies including Ms. Modesto, appointed in September 2018 andsuspended upon request of a shareholder, pending judicial decision. The Company proposes to set the number of directors to be elected to the Board to 11 directors.While this is in line with market practice, the additional director, Maria de Lourdes Vasconcelos Pimentel da Cunha Trigoso, is not considered to be independent owingto her previous employment as the Deputy Company Secretary. There is insufficient independence on the board. For this reason, opposition is recommended.

Vote Cast: Oppose

INTERCONTINENTAL HOTELS GROUP PLC EGM - 11-01-2019

2. Authorise Share RepurchaseGeneral authority is limited to 10% of the issued share capital and will expire at the next AGM, or on 1 March 2020, whichever is earlier. This authority replaces theauthority granted at the 2018 AGM, which may no longer be used in case the Share Consolidation is approved. In line with the voting recommendation at the 2018AGM, an oppose vote is recommended.


JIANGXI COPPER CO LTD EGM - 15-01-2019

6. Amend ArticlesIt is proposed to amend the Articles of Assocation, Articles 30, 31 and 33. The amendments in Articles 30 and 31 prescribe the situations, and the authorities to be

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sought, by the Company in relation to the repurchase of its own shares.

Article 30 will be amended to stipulate that the Company can repurchase its own shares as follows:(1) to cancel shares for the purpose of capital reduction;(2) to amalgamate with other companies holding shares of the Company;(3) to use shares in the employee stock ownership plan;(4) to aquire shares, if requested, of shareholders who voted against a merger or division of the Company at General Meeting;(5) to use shares to satisfy the conversiton of those corporate bonds convertable into shares issued by the Comapny;(6) to safe guard corporate value and shareholder equity.

Article 31 amended to further elaborate that the Company may:(1) make a repurchase offer to all shareholders in proportion to their shareholdings;(2) repurchase shares through open trading on the exchange;(3) to repurchase share by way of agreement other than through a stock exchange.Article 33 to be amended to stipulate that 30(1) and (2) require shareholder approval. No specific approval is laid out in the Circular as to the remaining Articles. Article33 further stipulates that the total shares held by the Company shall not exceed 10% of the total shares issued by the Company, and such shares shall be transferredor cancelled within 3 years.

Under Article 33 the authority effectively limits a repurchase to 10% (or less if there are already shares held in treasury) of the Company’s share capital. Howeverthere is no term limit on the powers to repurchase outlined in the Company Circular and these provision many continue to subsist until such time as the Articles areamended. The proposed amendments, excepting Article 30(1) and (2), bypass any assessment from shareholders of any specific details of individual transactionscovered by Articles 30(3)-(6) and Articles 31(1)-(3) which may be undertaken in the future. It is essential that shareowners be given the opportunity to vote separatelyon substantively different issues. No adequate explanation is provided for these amendments. The Company would be granted significant discretion to repurchaseCompany shares with no shareholder supervision. For this reason opposition recommended.

Vote Cast: Oppose

JUST GROUP PLC EGM - 16-01-2019

2. Issue Shares for Cash in Relation to Contingent Convertible Securities (CCSs)This resolution will give the Directors authority to allot CCSs, or shares issued upon conversion or exchange of CCSs, without the need to first offer them to existingshareholders. This will allow the Directors greater flexibility to manage the Company’s capital in the most efficient and economical way for the benefit of shareholders.If passed, Resolution 2 will authorise the Directors to allot shares and grant rights to subscribe for or to convert any security into shares in the Company on anon-pre-emptive basis up to an aggregate nominal amount of £42,253,521.10, representing approximately 44.9% of the Company’s issued ordinary share capital. Inline with the voting recommendation on resolution 1, an oppose vote is recommended.


1. Issue Shares with Pre-emption Rights in Relation to Contingent Convertible Securities (CCSs)

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Authority to allot shares and grant rights to subscribe for or to convert any security into ordinary shares in the Company up to an aggregate nominal amount of£42,253,521.10, representing approximately 44.9% of the Company’s issued ordinary share capital, such authority to be exercised in connection with the issue ofCCSs.Background and Rationale: The Company was formed in 2016 by the merger of Just Retirement Group plc and Partnership Assurance Group plc. In its interimresults for the six months ended 30 June 2018, announced on 6 September 2018, the Company stated that the Board had been considering a range of options for thebusiness in case the PRA’s consultation on the treatment of equity release mortgages, launched in July 2018 with the publication of CP13/18, had a detrimental impacton the Group’s regulatory position. Among the capital options considered was the potential to issue restricted tier 1 bonds. The Board wishes to seek authority fromShareholders to issue Restricted Tier 1 Bonds that are convertible into Ordinary Shares upon the occurrence of certain trigger events. The Company states that capitalsourced in this way would contribute to the Group’s Solvency II capital requirements and give the Group greater flexibility in the management of its capital. Under theprudential rules applicable to the Group, Restricted Tier 1 Bonds must either be converted to equity or written off upon the occurrence of certain trigger events. Theconversion feature is expected to be more tax and solvency capital efficient for the Group.Recommendation: The use of CCSs are not considered appropriate as they put investors at significant risk of dilution in the event that conversion occurs. CCSsare relatively new instruments and there are concerns that CCSs may create a situation which whilst converting some debt to equity actually disincentivises equityinvestors from putting more new funds in to banks via rights issues, due to the dilutive effect of the conversion taking away much, or some, of the premium that wouldordinarily accrue to shareholders. Previous events at Deutsche Bank has led to others voicing their concerns about the destabilising effect of CCSs on both the CCSprice and the share price. Based on these concerns, an oppose vote is recommended.


EVN AG AGM - 17-01-2019

4. Appoint the AuditorsKPMG proposed. Non-audit fees represented 141.94% of audit fees during the year under review and 120.32% on a three-year aggregate basis. This level of non-auditfees raises major concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

HARGREAVES SERVICE PLC EGM - 22-01-2019

1. Approve the Hargreaves Services plc Share Option Scheme 2019Shareholder approval is sought for the Hargreaves Services plc Share Option Scheme 2019, the terms of which are set out below.

Terms: Under the Scheme, LTIP share options will be granted to Roger McDowell (Non-executive Chair), Gordon Banham (Chief Executive), John Samuel (GroupFinance Director) and David Anderson (Group Property Director). The following Options will be granted under the Scheme: Roger McDowell will be granted an Optionto acquire a maximum amount of 285,144 Shares in the Company at a price of 10 pence per Share; Gordon Banham will be granted an Option to acquire a maximumamount of 75,250 Shares in the Company at a price of 10 pence per Share; John Samuel will be granted an Option to acquire a maximum amount of 75,250 Sharesin the Company at a price of 10 pence per Share; and David Anderson will be granted an Option to acquire a maximum amount of 64,157 Shares in the Company at

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a price of 10 pence per Share. The number of shares in relation to the Options described have been calculated based on the average closing Share price in the 30days following 1 August 2018 (which gives a price of £3.507p per share) using the following award values and rationale for each Option Holder: £1,000,000 in respectof Roger McDowell (based on the prior purchase of shares in the Company at an equivalent cost as a precondition of his participation in the Scheme); £263,900 inrespect of Gordon Banham (based on the largest award made to the other Executive Directors in the Scheme); £263,900 in respect of John Samuel (which equates toone times Mr Samuel’s salary); and £225,000 in respect of David Anderson (which equates to one times Mr Anderson’s salary).The performance criteria will use the mid-market closing Share price as at 1 August 2018 (£3.515p per share) as a ’Base Value’. The number of Shares to be acquiredon the exercise of an Option will be dependent on the Total Shareholder Return on the third anniversary of the Date of Grant (Strike Date) calculated by reference to theaverage Share price for the 21 Trading Days preceding the Strike Date. The performance parameters for Total Shareholder Return at the Strike Date will be between35% and 85% growth in excess of the Base Value. In the event that the Total Shareholder Return figure on the Strike Date reflects 85% or more growth in excess ofthe Base Value, the Option may be exercised in full. In the event that the Total Shareholder Return figure at the Strike Date reflects less than 35% growth in excessof the Base Value, the Option will lapse and cease to be exercisable. In the event that the Total Shareholder Return figure at the Strike Date reflects percentagesbetween 35% growth and 85% growth above the Base Value, the number of shares to be acquired will be based on a linear calculation between the 35% growth and85% growth outcomes from zero at 35% growth to 100% of the Option at 85% growth or greater.

Recommendation: The quantum of the award is considered excessive, as the CEO can attain over 200% of his salary through this scheme. The granting ofawards to the Non-Executive Chair is considered inappropriate, as such a material relationship compromises the objectivity and independence of the Chair. In addition,the use of one performance condition (TSR) is not considered appropriately challenging; it is recommended that multiple interdependent performance conditions areused, with at least one being a non-financial KPI. Furthermore, the performance period of three years is not considered to be sufficiently long-term. Ultimately, LTIPsare not considered an effective means of incentivising performance. These schemes are not considered to be properly long term and are subject to manipulation dueto their discretionary nature. Due to the above concerns, an oppose vote is recommended.

Vote Cast: Oppose

BECTON, DICKINSON AND COMPANY AGM - 22-01-2019

1.2. Elect Director R. Andrew EckertIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments.

Vote Cast: Abstain Results: For: 99.7, Abstain: 0.2, Oppose/Withhold: 0.2,

1.3. Elect Director Vincent A. ForlenzaChairman and CEO. Combined roles at the head of the Company. There should be a clear division of responsibilities at the head of the Company between the runningof the board and the executive responsibility for the running of the Company’s business. No one individual should have unfettered powers of decision. Combining thetwo roles in one person represents a concentration of power that is potentially detrimental to board balance, effective debate, and board appraisal.


1.12. Elect Director Bertram L. ScottNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is sufficient independent representation on the Board. However, as

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there are concerns over the director’s potential aggregate time commitments, an abstain vote is recommended.


2. Appoint the AuditorsEY proposed. Non-audit fees represented 3.77% of audit fees during the year under review and 6.51% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor.


3. Advisory Vote on Executive CompensationThe Company has submitted a proposal for shareholder ratification of its executive compensation policy and practices. The voting outcome for this resolution reflectsthe balance of opinion on the adequacy of disclosure, the balance of performance and reward and the terms of executive employment. The compensation rating is:DDE. Based on this rating, it is recommended to oppose.


MARSTON’S PLC AGM - 23-01-2019

10. Re-elect Robin RowlandIndependent Non-Executive Director. There are concerns over the director’s potential aggregate time commitments.


11. Re-appoint PricewaterhouseCoopers LLP as AuditorsPwC proposed. There were no non-audit fees paid during the year under review and non-audit fees represent 12.50% of audit fees on a three-year aggregate basis.This level of non-audit fees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than tenyears. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.


15. Authorise Share RepurchaseThe authority is limited to 10% of the Company’s issued share capital and will expire at the next AGM. This resolution will not be supported unless the Board has setforth a clear, cogent and compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board,an oppose vote is recommended.


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WH SMITH PLC AGM - 23-01-2019

2. Approve the Remuneration ReportDisclosure: Overall, disclosure is considered adequate. Performance conditions for both the Annual Bonus and the LTIP are clearly disclosed. As are all shareincentive awards with award dates and prices.Balance: The changes in the CEO pay over the last five years are in line with Company’s financial performance over the same period. However, variable CEO payduring the year is considered excessive as it represents more than 400% of his salary (Annual Bonus: 149.09%: LTIP 251.63%). Also, the ratio of the CEO paycompared to the average employee pay is deemed highly excessive at 99:1.Rating: AD


8. Re-elect Drummond HallSenior Independent Director. Not considered independent owing to a tenure of over nine years. It is considered that a Senior Independent Director should beindependent, in order to fulfil the responsibilities assigned to that role. Therefore, an oppose vote is recommended.


11. Appoint the AuditorsPwC proposed. Non-audit fees represented 150.00% of audit fees during the year under review and 80.50% on a three-year aggregate basis. This level of non-auditfees raises major concerns about the independence of the statutory auditor.






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3. Approve Remuneration PolicyPolicy Changes:The key changes to the Company’s remuneration policy are the introduction of bonus deferral in the Annual Bonus Plan, the malus/claw-back provisions have beenwidened and that a new executive director will be entitled to a pension contribution of not more than 20 per cent of salary.Disclosure: Overall, disclosure is considered adequate.Balance: Despite reducing the maximum allowance for newly appointed executives to 20%, at 25% for existing directors, the maximum pension contribution isconsidered excessive. A deferral period for the annual bonus has been introduced which is welcome. However, the deferral period is not considered adequate. Anybonus payable over target performance is deferred into shares for a period of up to three years. It is recommended to defer at least half of the bonus for at least twoyears which is not the case. The LTIP does not utilise non-financial metrics as a means of assessing performance. The absence of Non-financial parameters to assessExecutives’ long-term performance is considered contrary to best practice as such factors allow the remuneration policy to focus on the operational performance of thebusiness as a whole and the individual roles of each of the senior executives in achieving that performance. Financial parameters are generally beyond an individualdirector’s control. The performance period for the LTIP is less than five years and is therefore not considered sufficiently long-term. However, recipients of the awardare required to hold their vested shares for at least a further two years, which is welcomed. Total potential awards capable of vesting under the policy exceed therecommended threshold of 200% of the highest paid Director’s base salary.Contracts: Upon cessation of employment, the Remuneration Committee can use upside discretion to dis-apply time pro-rata on outstanding share incentives whichis not considered appropriate.Rating: ADC


MCCARTHY & STONE PLC AGM - 23-01-2019

4. Re-elect Paul LesterChair. He is not considered independent as he has a relationship with the Company, which is considered material. He is the Chair of Forterra Plc who are the suppliersof the Group. Additionally, there are concerns over his aggregate time commitments.


10. Re-elect John CarterNon-Executive Director. Not considered independent as the director has a relationship with the Company, which is considered material. He is the CEO of Travis PerkinsPlc who are the suppliers of the Group. There is insufficient independent representation on the Board. Additionally, the director missed 1 out of 8 board meetings thathe was eligible to attend. No adequate justification has been provided by the Company. On these basis, an oppose vote is recommended.


11. Re-elect Arun NagwaneyNon-Executive Director. Not considered independent as he was appointed to the Board as a Nominee Director under the terms of a Relationship Agreement withAnchorage Capital Group. There is insufficient independent representation on the Board. On these basis, an oppose vote is recommended.

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D. R. HORTON INC. AGM - 23-01-2019

1a. Elect Director Donald R. HortonExecutive Chairman. It is a generally accepted norm of good practice that the Chairman of the Board should act with a proper degree of independence from theCompany’s management team when exercising his or her oversight of the functioning of the Board. Holding an executive position is incompatible with this and a voteto Oppose is recommended.


1c. Elect Director Brad S. AndersonNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.


1d. Elect Director Michael R. BuchananNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.


1e. Elect Director Michael W. HewattNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.


2. Advisory Vote on Executive CompensationThe Company has submitted a proposal for shareholder ratification of its executive compensation policy and practices. The voting outcome for this resolution reflectsthe balance of opinion on the adequacy of disclosure, the balance of performance and reward and the terms of executive employment. The compensation rating is:EED. Based on this rating, it is recommended to oppose.

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3. Appoint the AuditorsPwC proposed. No non-audit fees were paid to the auditors in the past three years. This approach is commended. The current auditor has been in place for more thanten years. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.


LINX SA EGM - 23-01-2019

1. Approve New Executive Share Option PlanThe Board proposes the approval of a new executive incentive plan. Under the plan, participants will be allotted stock options, each of which will give right to one share.Performance targets have not been quantified at this time, which makes an informed assessment impossible and may lead to (partial) payment against (partial) failure.LTIP based schemes are inherently flawed. There is the risk that they are rewarding volatility rather than the performance of the Company (creating capital and - lawful- dividends). They act as a complex and opaque hedge against absolute Company underperformance and long-term share price falls. They are also a significant factorin reward for failure.

Vote Cast: Oppose

COUNTRYSIDE PROPERTIES PLC AGM - 24-01-2019

2. Approve the Remuneration ReportAll elements of the Single Figure Table are adequately disclosed. The CEO’s salary is in the median of its peer comparator group, which does not raise concerns. Thevariable pay of the CEO is considered excessive at approximately 302% of his base salary (Annual Bonus: 150% : LTIP: 152%). The ratio of CEO pay compared toaverage employee pay stands at 21:1 which is just above the acceptable threshold of 20:1.Rating: AD




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COSTCO WHOLESALE CORPORATION AGM - 24-01-2019

2. Appoint the AuditorsKPMG proposed. Non-audit fees represented 9.38% of audit fees during the year under review and 11.34% on a three-year aggregate basis. This level of non-auditfees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There areconcerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.


3. Advisory Vote on Executive CompensationThe Company has submitted a proposal for shareholder ratification of its executive compensation policy and practices. The voting outcome for this resolution reflectsthe balance of opinion on the adequacy of disclosure, the balance of performance and reward and the terms of executive employment. The compensation rating is:DCD. Based on this rating, it is recommended to oppose.


4. Approve the 2019 Incentive PlanThe Board seeks to approve 2019 incentive plan to succeed the Restated 2002 plan and to continue to utilise stock-based incentive awards. The proposed plancontains policies including a fungible share pool with shares issued as RSUs counting as 1.75 shares against the total share limit, double-trigger change in controlvesting for assumed awards, No repricing or cash-out of stock options without shareholder approval, no dividends paid on options or on unvested RSU awards, alimit on non-employee director cash and equity compensation, and no discounted stock options. The Board claims that the purpose of the plan is to allow selectedemployees, directors and consultants to the Company to participate in the Company’s future growth and success by offering them an opportunity to acquire stock inthe Company in order to retain, attract and motivate them.There are concerns with the stock awards section of the plan, which allows for accelerated of vesting for long service rather than performance conditions, which isnot considered best practice. The Remuneration committee will retain the right to grant awards that do not qualify as performance based compensation, which is alsonot considered best practice. While a cap on the maximum awards granted to non-employee directors is welcomed, the cap of 500,000 shares or USD 3 million isconsidered excessive. In addition, it is considered that non-employee directors should only receive the fixed fees for their board and committee responsibilities, andshould not receive additional awards or variable compensation. While elements of the plan are welcomed, such as the introduction of double-trigger provisions in theevent of a change of control, LTIPs are not considered an effective means of incentivising performance. These schemes are not considered to be properly long termand are subject to manipulation due to their discretionary nature. Shareholders are advised to oppose.


METRO INC. AGM - 29-01-2019

3. Advisory Vote on Executive CompensationThe Company has submitted a proposal for shareholder ratification of its executive compensation policy and practices. The voting outcome for this resolution reflectsthe balance of opinion on the adequacy of disclosure, the balance of performance and reward and the terms of executive employment. The compensation rating is:DCC. Based on this rating, it is recommended that shareholders oppose.

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Vote Cast: Oppose

4. Approve Shareholder Rights PlanThe Board is seeking approval to adopt a shareholder rights plan between the Corporation and AST Trust Company (Canada). If approved, the Rights Plan will beentered into by the Corporation and AST Trust Company (Canada) and come into force on January 30, 2019. The Corporation will issue one right (a "Right") inrespect of each Common Share outstanding at the effective date. The Board is proposing this plan to ensure that shareholders and the Board of Directors are givenadequate time to consider and evaluate any unsolicited Take-over Bid; provide the Board of Directors with adequate time to identify, solicit, develop and negotiatevalue-enhancing alternatives, as considered appropriate, to any unsolicited Take-over Bid; encourage the fair treatment of the Corporation’s shareholders in connectionwith any unsolicited Take-over Bid and generally assist the Board of Directors in enhancing shareholder value. The Rights Plan must be reconfirmed by the requisitemajority of Independent Shareholders at every third AGM following the meeting. The Rights Plan and the Rights will terminate at the close of business on the dateof such third annual meeting if the Rights Plan is not so reconfirmed. The Rights Plan is seen as a mechanism to mitigate the risk of a "Flip-in Event". A Flip-inEvent occurs when any person becomes an Acquiring Person. In the event that, prior to the Expiration Time, Flip-in Event which has not been waived by the Board ofDirectors occurs, each Right shall constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms of the Rights Plan, sharesat a 50% discount from the market price.Whilst the plan offers shareholder protection, there are concerns that the reconfirmation could lead to an abuse of power. It is considered that the plan should besubject to a shareholder vote prior to being triggered by the board. The current vote every three years does not provide sufficient protection to minority shareholders.On this basis, shareholders are advised to oppose.

Vote Cast: Oppose

UDG HEALTHCARE PLC AGM - 29-01-2019

1. Receive the Annual ReportStrategic report meets guidelines. Adequate employment and environmental policies are in place. The Company also disclosed the proportion of women on the Board,in Executive Management positions and within the whole organisation. However, the Company has not disclosed carbon emissions output for the year under review.An oppose vote is recommended.


9. Issue Shares for Cash for the Purpose of Financing an Acquisition or Other Capital InvestmentThe Board is seeking approval to issue up to an additional 5% of the Company’s issued share capital for cash for use only in connection with an acquisition or aspecified capital investment. Such a proposal is not supported as it is considered that the 5% limit sought under the general authority above is sufficient. Best practicewould be to seek a specific authority from shareholders in relation to a specific transactions if such situation arises. As this is not the case, an oppose vote is thereforerecommended.


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12. Approve New Long Term Incentive PlanAuthority is sought to approve the UDG Healthcare plc 2019 Performance Share Plan (PSP).Awards under the PSP may be granted as: conditional rights to receive ordinary shares in the Company (Shares) for nil-cost; options to acquire Shares either fornil-cost or for an exercise price per Share equal to the nominal value of a Share (Nil-Cost Options); or rights to receive a cash payment, calculated by reference to anumber of notional Shares. The maximum market value (as determined by the Board) of Shares over which a PSP Award may be granted to any other participant inrespect of any financial year will not normally exceed 200% of salary. PSP Awards (other than Recruitment Awards) granted to the Executive Directors will normally besubject to a performance period of at least three years. The Board may determine (at the grant date) that a PSP Award is also subject to an additional holding periodfollowing vesting, during which Shares subject to the PSP Award will not be delivered to participants and at the end of which the Awards will be "released". The currentintention is for the holding period to not exceed two years.The PSP, along with the annual bonus, results in potentially variable pay of 300% of salary, which is considered excessive. In addition, the performance period isnot considered sufficiently long-term at three years, although the use of a two year holding period is welcomed. The potential use of upside discretion to disapplyperformance conditions is considered inappropriate. Ultimately, LTIPs are not considered an effective means of incentivising performance. These schemes are notconsidered to be properly long term and are subject to manipulation due to their discretionary nature. An oppose vote is recommended.


VISA INC AGM - 29-01-2019

1b. Elect Mary B. CranstonNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.


1c. Elect Francisco Javier Fernandez-CarbajalNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.


1f. Elect Robert W. MatschullatNon-Executive Chairman. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.


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1h. Elect Suzanne Nora JohnsonNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.


1i. Elect John A. C. SwainsonNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.


2. Advisory Vote on Executive CompensationThe Company has submitted a proposal for shareholder ratification of its executive compensation policy and practices. The voting outcome for this resolution reflectsthe balance of opinion on the adequacy of disclosure, the balance of performance and reward and the terms of executive employment. The compensation rating is:BDD. Based on this rating, it is recommended to oppose.


3. Appoint the AuditorsKPMG proposed. Non-audit fees represented 11.22% of audit fees during the year under review and 7.58% on a three-year aggregate basis. This level of non-auditfees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There areconcerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.


RENEW HOLDINGS AGM - 30-01-2019

6. Appoint KPMG LLP as auditor of the CompanyKPMG proposed. Non-audit fees represented 37.22% of audit fees during the year under review and 30.01% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. The date of appointment of the current audit firm is undisclosed, meaning the length oftenure is not known. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

SIEMENS AG AGM - 30-01-2019

3.1. Approve Discharge of Management Board Member Joe Kaeser for Fiscal 2017/18It Is Proposed To Discharge The Management Board. Standard proposal. However, the following serious corporate governance concern has been identified:

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In September 2015, the district court of São Paulo admitted another lawsuit of the Public Affairs Office (Ministério Público) São Paulo against Siemens Ltda. and othercompanies claiming, inter alia, damages in an amount of BRL 918 million (approximately EUR 197 million as of September 2018) plus adjustments for inflation andrelated interest in relation to train maintenance contracts entered into in 2006 and 2007. Siemens cannot exclude the possibility that further significant damage claimswill be brought by customers or the state against Siemens. A final settlement has not yet been reached.Siemens has established a global compliance organization and a Chief Compliance Officer has been appointed. The Company reports on all the ongoing legalproceedings, disclosing possible consequences and strategies to tackle the causes, which is welcomed. However until a settlement has been reached in the abovecase abstention recommended.


3.2. Approve Discharge of Management Board Member Roland BuschIn line with our reasoning on resolution 3.1 abstention recommended.


3.3. Approve Discharge of Management Board Member Lisa DavisIn line with our reasoning on resolution 3.1 abstention recommended.


3.4. Approve Discharge of Management Board Member Klaus HelmrichIn line with our reasoning on resolution 3.1 abstention recommended.


3.5. Approve Discharge of Management Board Member Janina KugelIn line with our reasoning on resolution 3.1 abstention recommended.


3.6. Approve Discharge of Management Board Member Cedrik NeikeIn line with our reasoning on resolution 3.1 abstention recommended.


3.7. Approve Discharge of Management Board Member Michael SenIn line with our reasoning on resolution 3.1 abstention recommended.


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3.8. Approve Discharge of Management Board Member Ralf P. ThomasIn line with our reasoning on resolution 3.1 abstention recommended.


4.1. Approve Discharge of Supervisory Board Member Jim Hagemann Snabe for Fiscal 2017/18It Is Proposed To Discharge The Supervisory Board. Standard proposal. However, the following serious corporate governance concern has been identified:In September 2015, the district court of São Paulo admitted another lawsuit of the Public Affairs Office (Ministério Público) São Paulo against Siemens Ltda. and othercompanies claiming, inter alia, damages in an amount of BRL 918 million (approximately EUR 197 million as of September 2018) plus adjustments for inflation andrelated interest in relation to train maintenance contracts entered into in 2006 and 2007. Siemens cannot exclude the possibility that further significant damage claimswill be brought by customers or the state against Siemens, nor has a final settlement yet been reached.Siemens established a global compliance organization and a Chief Compliance Officer has been appointed. The Company reports on all the ongoing legal proceedings,disclosing possible consequences and strategies to tackle the causes, which is welcomed. A settlement has not thus far been reached. Abstention is thusrecommended.


4.2. Approve Discharge of Supervisory Board Member Birgit SteinbornIn line with the rationale on resolution 4.1, abstention recommended.


4.3. Approve Discharge of Supervisory Board Member Werner WenningIn line with the rationale on resolution 4.1, abstention recommended.


4.4. Approve Discharge of Supervisory Board Member Olaf Bolduan (until January 31, 2018)In line with the rationale on resolution 4.1, abstention recommended.


4.5. Approve Discharge of Supervisory Board Member Werner Brandt (since January 31, 2018)In line with the rationale on resolution 4.1, abstention recommended.


4.6. Approve Discharge of Supervisory Board Member Gerhard Cromme (until January 31, 2018)In line with the rationale on resolution 4.1, abstention recommended.

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4.7. Approve Discharge of Supervisory Board Member Michael DiekmannIn line with the rationale on resolution 4.1, abstention recommended.


4.8. Approve Discharge of Supervisory Board Member Andrea Fehrmann (since January 31, 2018)In line with the rationale on resolution 4.1, abstention recommended.


4.9. Approve Discharge of Supervisory Board Member Hans Michael Gaul (until January 31, 2018)In line with the rationale on resolution 4.1, abstention recommended.


4.10. Approve Discharge of Supervisory Board Member Reinhard HahnIn line with the rationale on resolution 4.1, abstention recommended.


4.11. Approve Discharge of Supervisory Board Member Bettina HallerIn line with the rationale on resolution 4.1, abstention recommended.


4.12. Approve Discharge of Supervisory Board Member Robert KensbockIn line with the rationale on resolution 4.1, abstention recommended.


4.13. Approve Discharge of Supervisory Board Member Harald KernIn line with the rationale on resolution 4.1, abstention recommended.


4.14. Approve Discharge of Supervisory Board Member Juergen KernerIn line with the rationale on resolution 4.1, abstention recommended.

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4.15. Approve Discharge of Supervisory Board Member Nicola Leibinger-KammuellerIn line with the rationale on resolution 4.1, abstention recommended.


4.16. Approve Discharge of Supervisory Board Member Gerard Mestrallet (until January 31, 2018)In line with the rationale on resolution 4.1, abstention recommended.


4.17. Approve Discharge of Supervisory Board Member Benoit Potier (since January 31, 2018)In line with the rationale on resolution 4.1, abstention recommended.


4.18. Approve Discharge of Supervisory Board Member Norbert ReithoferIn line with the rationale on resolution 4.1, abstention recommended.


4.19. Approve Discharge of Supervisory Board Member Gueler Sabanci (until January 31, 2018)In line with the rationale on resolution 4.1, abstention recommended.


4.20. Approve Discharge of Supervisory Board Member Dame Nemat Talaat Shafik (since January 31, 2018)In line with the rationale on resolution 4.1, abstention recommended.


4.21. Approve Discharge of Supervisory Board Member Nathalie von SiemensIn line with the rationale on resolution 4.1, abstention recommended.


4.22. Approve Discharge of Supervisory Board Member Michael SigmundIn line with the rationale on resolution 4.1, abstention recommended.

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4.23. Approve Discharge of Supervisory Board Member Dorothea SimonIn line with the rationale on resolution 4.1, abstention recommended.


4.24. Approve Discharge of Supervisory Board Member Sibylle Wankel (until January 31, 2018)In line with the rationale on resolution 4.1, abstention recommended.


4.25. Approve Discharge of Supervisory Board Member Matthias Zachert (since January 31, 2018)In line with the rationale on resolution 4.1, abstention recommended.


4.26. Approve Discharge of Supervisory Board Member Gunnar Zukunft (since January 31, 2018)In line with the rationale on resolution 4.1, abstention recommended.


5. Appoint the AuditorsEY proposed. Non-audit fees represented 0.40% of audit fees during the year under review and 0.54% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor.


6. Approve Authority to Increase Authorised Share CapitalAs the current authorized capital will expire in January 2019, it is proposed to approve a new authorized capital and amend Section 4 (5) of the Articles of Associationaccordingly. The new authorization will allow the board to increase capital up to EUR 510,000,000 or 170,000,000 shares for cash or contributions in kind up to amaximum amount of 20% of share capital with pre-emptive rights. Shares which may be issued without pre-emptive rights must not exceed 10% of the share capital.This authority is to last during a five year period ending on 29 January 2024. As this authority allows pre-emptive rights to be waived, it is considered that the termshould be limited to a maximum of 12 months, as shareholders should have the opportunity to vote on such an authority annually. Opposition recommended.


7. Authorize the Board to issue convertible bonds and create conditional capital 2014It is proposed to cancel the current authorisation to issue convertible bonds or warrant bonds and the Conditional Capital created in 2014 and to approve a new

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authorisation and new conditional capital. It is proposed to authorise the Managing Board to issue up to EUR 15,000,000,000 in convertible or warrant bonds. Thebonds may be issued for contributions in cash and kind. The authority will be valid until 29 January 2024. The proposed Conditional Capital 2019 would be up toEUR 240,000,000 and would allow for a maximum of 80,000,000 shares to be issued on conversion, which is equivalent to approximately 9.41% of the current issuedshares.Any new shares to be issued under this and other outstanding authorisations must not exceed a total of 10% of the share capital. The authority will be valid until 29January 2024. As this authority allows pre-emptive rights to be waived, it is considered that the term should be limited to a maximum of 12 months, as shareholdersshould have the opportunity to vote on such an authority annually. Opposition recommended.


CYBG PLC AGM - 30-01-2019

8. Re-elect David BennettSenior Independent Director and Deputy Chair. Not considered independent as the director has a cross directorship with another director. Mr Bennett serves alongsideMr Clive Adamson on the board of Ashmore Group plc. There are concerns over his aggregate time commitments.


9. Re-elect Paul CobyIndependent Non-Executive Director. This Director has missed 1 of the 11 Board meetings he was eligible to attend, the Company states that this was due to conflictingbusiness commitments. This is not considered to be an adequate justification.


11. Re-elect Adrian GraceIndependent Non-Executive Director. This Director has missed 1 of the 11 Board meetings that he was eligible to attend. The Company company states the reason forbeing unable to attend as personal circumstances. This is not considered to be an adequate justification.


12. Re-elect Fiona MacLeodIndependent Non-Executive Director. This Director has missed 1 of the 11 Board meetings that she was eligible to attend, she also missed 1 of the 5 NominationCommittee Meetings she was eligible to attend. The Company states the reason for being unable to attend in both instances as personal circumstances. This is notconsidered to be an adequate justification.


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13. Re-elect Jim PettigrewChair. This director has missed one out of six remuneration committee meetings that he was eligible to attend. The Company states that this was due to a schedulingconflict, which is not considered sufficient justification. There are also concerns over his aggregate time commitments.






22. Authority to allot equity securities in connection with AT1 SecuritiesApproval is sought for the directors to allot shares in the Company, or grant rights to subscribe for, or convert securities into shares. Up to an aggregate nominalamount of GBP 15,000,000 in connection with the Virgin Money AT1 Securities issued by Virgin Money Holding (UK) plc on 31 July 2014 and 10 November 2016. Anadditional GBP 35,000,000 to be used to allow the Company to comply with or maintaining compliance with the regulatory requirements applicable to the Companyand its subsidaries. The authority expires (unless previously renewed, varied or revoked by the Company in general meeting) at the 2024 AGM. The directors seek theauthority to enter into agreements which which would, or might, require shares to be allotted or rights to be granted after this authority expires.

The use of Contingent Convertible Securities (CCS) is not considered appropriate as they put investors at significant risk of dilution in the event that conversion occurs.CCSs are relatively new instruments and there are concerns that CCSs may create a situation which whilst converting some debt to equity actually disincentivisesequity investors from putting more new funds in to banks via rights issues, due to the dilutive effect of the conversion taking away much, or some, of the premium thatwould ordinarily accrue to shareholders. Previous events at Deutsche Bank has led to others voicing their concerns about the destabilising effect of CCSs on both theCCS price and the share price. Based on these concerns, an oppose vote is recommended.


25. Approve entering into a contingent purchase contract with Macquarie Securities Limited for the purchase, by the Company, of its ordinary shares from Macquarie,which have been converted from CHESS Depositary Interests (CDIs)The Company is not able to purchase CDIs directly on the Australian Securities Exchange and so the authority sought at resolution 24 cannot be used for marketpurchase of CDIs. In order to purchase CDIs, the Company would need to make off-market purchases in accordance with section 694 of the Act. This authority will

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allow the Company to make off-market purchases of ordinary shares implemented by entering into the Contingent Purchase (CP) Contract with Macquarie Securities(Australia) Limited (‘Macquarie’). The maximum number of Converted Shares which can be purchased, taken together with any ordinary shares purchased by theCompany pursuant to resolution 24, would be capped 10% of the issued share capital of the Company. The Directors have no present intention of exercising theauthority to make off-market purchases. However, the authority provides the flexibility to allow them to do so in the future. Converted Shares purchased under thisauthority may be held in treasury or they may be cancelled. The Directors will consider holding any Converted Shares the Company may purchase as treasury shares.In line with the vote recommendation on resolution 24, an oppose vote is recommended.


23. Disapplication of pre-emption rights in connection with AT1 SecuritiesAuthority is sought to disapply the pre-emption rights in connection with AT1 Securities convertible securities. In line with our reasoning on resolution 22 oppositionrecommended.


AVON RUBBER PLC AGM - 31-01-2019





3. Approve Remuneration PolicyPolicy Changes: The proposed policy intends to increase both the CEO’s and CFO’s base salary by 18.2% and 12.5% respectively. The Company is also proposingto reduce the bonus cap from 150% to 100% of salary and increase the new Long Term Incentive Plan grant limit from 100% to 150% of salary whilst removing theexceptional award limit completely. Other key changes include removing the scope to make one-off retention bonuses and pay a joining incentive to new recruits whichis welcomed. Also, to reduce the pension contribution for future appointments to be consistent with that for the general workforce which conforms to best practice inthis regard. Whilst many of the proposed changes are considered positive, important concerns remain.Balance: Maximum potential variable pay under all incentive schemes is considered excessive as it may amount to 250% of salary. While the shareholding guideline

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of 200% of salary is appropriate, there is no time frame attached to this guideline. Best practice is for these shares to be built up over a period of at least three years orless. 25% of the annual bonus is deferred into shares for two years. This is not considered adequate, as it is recommended that at least half of the bonus is deferredinto shares. There are multiple performance conditions in use, though they do not operate interdependently. Furthermore, the Performance Share Plan (PSP) is basedon the achievement of EPS and relative TSR targets. The absence of Non-financial parameters to assess Executives’ long-term performance is considered contrary tobest practice as such factors are generally beyond an individual director’s control. Non-financial parameters allow the remuneration policy to focus on the operationalperformance of the business as a whole and the individual roles of each of the senior executives in achieving that performance.Contracts: There are also important concerns over the Company’s recruitment and termination policies. On termination, upside discretion can be used by theCommittee when determining severance payments. Also, on a change of control, awards will generally vest on the date of a change of control which is not consideredbest practice. However, it is noted that the Company is removing the scope to make one-off retention bonuses and pay a joining incentive to new recruits which iswelcomed.Rating: BDC


17. Approve New Long Term Incentive PlanShareholders are being asked to approve the Avon Rubber p.l.c. Performance Share Plan. For 2019, 50% will be based on relative TSR performance with 20% vestingat median increasing to 100% for upper quartile performance. 50% will be based on EPS growth. EPS growth will be compared on a scale which provides for nilvesting at 5% and maximum vesting at 10%, with vesting on a pro-rata basis between these two figures. In addition, the Committee must be satisfied with the levelof ROCE performance during the period taking account of a range of factors. The maximum opportunity of the plan is 150% of base salary. The performance periodis three years which is not considered sufficiently long-term. However, executives are required to hold their vested shares for at least two years, which is welcomed.The absence of non-financial parameters to assess Executives’ long-term performance is considered contrary to best practice as such factors allow the remunerationpolicy to focus on the operational performance of the business as a whole and the individual roles of each of the senior executives in achieving that performance.Financial parameters are generally beyond an individual director’s control. Also, the performance metrics are not operating interdependently, such that vesting underthe incentive plan is only possible where all threshold targets are met. Overall, LTIPs are not considered an effective means of incentivising performance. Theseschemes are not considered to be properly long term and are subject to manipulation due to their discretionary nature. On this basis, an oppose vote is recommended.


ACCENTURE PLC AGM - 01-02-2019

1c. Elect Marjorie MagnerNon-Executive Director. Not considered independent as she has served on the Board for over nine years. There is sufficient independent representation on the Board.However, as there are concerns over the director’s potential aggregate time commitments, an abstain vote is recommended.


1d. Elect Nancy McKinstryIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments.

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1e. Elect Pierre NantermeChairman and CEO. Combined roles at the head of the Company. There should be a clear division of responsibilities at the head of the Company between the runningof the board and the executive responsibility for the running of the Company’s business. No one individual should have unfettered powers of decision. Combining thetwo roles in one person represents a concentration of power that is potentially detrimental to board balance, effective debate, and board appraisal.

Vote Cast: Oppose

1g. Elect Paula A. PriceIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments.


1j. Elect Frank K. TangIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments.


2. Advisory Vote on Executive CompensationThe Company has submitted a proposal for shareholder ratification of its executive compensation policy and practices. The voting outcome for this resolution reflectsthe balance of opinion on the adequacy of disclosure, the balance of performance and reward and the terms of executive employment. The compensation rating is:EEC. Based on this rating, it is recommended to oppose.


6. Reissue of Treasury Shares subject to Pre-emption RightsThe Board requests shareholders to authorise the price range at which the Company may re-allot any shares held in treasury as new shares of the Company. Theauthority provides that the minimum and maximum prices at which a treasury Class A ordinary share may be re-alloted are 95% and 120%, respectively, of the closingmarket price of the Class A ordinary shares on the NYSE the day preceding the day on which the relevant share is re-allotted. The authorisation expires after 18months. This resolution will not be supported unless the Board has set forth a clear, cogent and compelling case demonstrating how the authority would benefitlong-term shareholders. As no clear justification was provided by the Board, an oppose vote is recommended.


EUROMONEY INSTITUTIONAL INVESTOR PLC AGM - 01-02-2019

2. Approve the Remuneration ReportOverall disclosure is substandard. At last year’s AGM the remuneration report received 10.16% opposition from shareholders. The Company did not disclose the

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reasons for this level of opposition, nor is there any indication of shareholder concerns being addressed.The CEO’s salary did not change while average employee pay increased by 2%. Total variable pay for the year under review is not excessive, amounting to 169% ofsalary for the CEO (consisting of annual bonus, 90.2% of salary, and buy-out awards, 78.8% of salary). The ratio of CEO pay compared to average employee pay isacceptable at 18:1. However, the balance of CEO realised pay with financial performance is not considered acceptable as the change in CEO total pay over the pastfive years is not in line with the change in TSR over the same period. In addition, the CEO’s salary is in the upper quartile of the Company’s peer comparator group.This raises concerns over potential excessiveness of the variable incentive schemes currently in operation, as the base salary determines the overall quantum of theremuneration structure.Remuneration arrangements for the incoming CFO are considered acceptable. However, termination arrangements for the outgoing Finance Director, Colin Jones,raise concerns, as good leaver treatment will apply to his PSP award granted in December 2016. The Company has not justified why Colin Jones’ PSP awards weresubject to good leaver treatment, given that his cessation of employment was not as a result of ill-health, injury, disability, the sale of the individual’s employing businessor entity out of the Group. This decesion was therefore at the discretion of the Committee.Rating: CD.

Vote Cast: Oppose

7. Re-elect Kevin BeattyNon-Executive Director. Not considered independent as he is the Chief Executive of dmg media, a subsidiary of Daily Mail and General Trust plc, a significantshareholder of the Company. There is sufficient independent representation on the Board. However, he missed one out of five Nomination Committee meetings, withno adequate justification provided. Furthermore, he sits on the Remuneration Committee; the principal committees should only consist of independent directors. Anoppose vote is recommended.

Vote Cast: Oppose

8. Re-elect Tim CollierNon-Executive Director. Not considered independent he is CFO of Daily Mail and General Trust plc, a significant shareholder of the Company. There is sufficientindependent representation on the Board. However, he sits on the Audit Committee; the principal committees should only consist of independent directors. An opposevote is recommended.

Vote Cast: Oppose

11. Re-elect David PritchardActing Chair. Not considered independent on appointment, as he had served on the Board for over nine years prior to his appointment. However, the Company hasstated that he will lead the process to appoint a new Chair while holding the position of Acting Chair in the meantime.

Vote Cast: Abstain

19. Issue Shares for Cash for the Purpose of Financing an Acquisition or Other Capital InvestmentThe Board is seeking approval to issue up to an additional 5% of the Company’s issued share capital for cash for use only in connection with an acquisition or aspecified capital investment. Such a proposal is not supported as it is considered that the 5% limit sought under the general authority above is sufficient. Best practice

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would be to seek a specific authority from shareholders in relation to a specific transactions if such situation arises. As this is not the case, an oppose vote is thereforerecommended.

Vote Cast: Oppose

THYSSENKRUPP AG AGM - 01-02-2019

5. Appoint the AuditorsPwC proposed. Non-audit fees represented 6.25% of audit fees during the year under review and 8.70% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Abstain

6.1. Elect Martina MerzNon-Executive Director, not considered to be independent as the Director has a Cross Directorship with another Director on the Board. There is insufficient independentrepresentation on the board. Opposition is recommended.

Vote Cast: Oppose

JASA MARGA(INDONESIA HWY CO) EGM - 01-02-2019

1. Amendments to the Articles of Association of the CompanyThere is insufficient disclosure of meeting materials in a timely manner to provide an informed vote. Support cannot be recommended.

Vote Cast: Abstain

EMERSON ELECTRIC CO. AGM - 05-02-2019

2. Appoint the AuditorsKPMG proposed. No non-audit fees were paid to the auditors in the past three years. This approach is commended. The current auditor has been in place for morethan ten years. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.


3. Advisory Vote on Executive CompensationThe Company has submitted a proposal for shareholder ratification of its executive compensation policy and practices. The voting outcome for this resolution reflects

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the balance of opinion on the adequacy of disclosure, the balance of performance and reward and the terms of executive employment. The compensation rating is:EDD. Based on this rating, it is recommended to oppose.


RECORDATI SPA EGM - 05-02-2019

1d. Approve Fees Payable to the Board of DirectorsNo proposal is available at the present time. As per market practice, the proposed remuneration is likely to be made available only at the meeting.Although this is a practice for a standard item in Italy, support will not be suggested for resolutions concerning remuneration when sufficient information has not beenmade available for shareholders in sufficient time prior to the meeting, as such practice prevents shareholders from reaching an informed decision. It is thus advised toabstain from voting this resolution.

Vote Cast: Abstain

GRAINGER PLC AGM - 06-02-2019

1. Receive the Annual ReportStrategic report does not meet guidelines. The Company disclosed the proportion of women on the Board, in Executive Management positions and within the wholeorganisation. However, adequate employment and environmental policies are not in place and relevant, up-to-date, quantified, environmental reporting is not disclosed.Additionally, the Company has not acknowledged the 2017 UN report citing a violation of cultural rights associated with the Company’s proposed Ward’s Cornerredevelopment in either of its last two annual reports. This omission amounts to deficient reporting on CSR. In addition, the description of the Company’s communityengagement appears to reflect corporate philanthropy rather than the international law standard of free prior and informed consent (FPIC) with the community. A numberof relevant stakeholders have clearly raised significant concerns about the Ward’s Corner project, including operational concerns related to the technical viability of theproposed redevelopment. Failure to adequately consider this feedback raises concerns about proper management of CSR issues as they affect company performanceand, therefore, shareholder value. Therefore, Grainger appears to have particular risks around both stakeholder engagement and disclosure that threaten the Companyin the long-term from a reputational, operational, legal and financial perspective.

Vote Cast: Oppose

5. Re-elect Helen GordonChief Executive. 12 months rolling contract.As the Company has failed to disclose management of sustainability within its operations, the Chief Executive is considered as ultimately accountable for lack ofsustainability reporting and stakeholder management. Opposition is therefore recommended.

Vote Cast: Oppose

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Vote Cast: Oppose


Vote Cast: Oppose

IMPERIAL BRANDS PLC AGM - 06-02-2019

2. Approve the Remuneration ReportOverall disclosure is adequate.The CEO’s salary is in line with the rest of the Company as the CEO’s salary rose by 2.5% while employee salaries increased by 4.3%. However, the CEO’s salaryis in the upper quartile of the Company’s comparator group. The changes in CEO pay over the last five years are not considered in line with the Company’s TSRperformance over the same period. The duplication of performance conditions under the annual bonus and LTIP (both have EPS as a performance condition) iscontrary to best practice, as executives are rewarded twice for the same condition. LTIP awards granted are considered excessive, amounting to 350% of the CEO’ssalary, and the CEO’s realised variable pay for the year under review is considered excessive at 235% of salary. The ratio of CEO pay compared to average employeepay is unacceptable at 118:1.Rating: AE.

Vote Cast: Oppose

4. Elect Susan ClarkNewly appointed independent Non-Executive Director. However, there are concerns over her aggregate time commitments.

Vote Cast: Abstain

6. Re-elect Therese EsperdyNon-Executive Director. Not considered independent as the director has a cross directorship with Mark Williamson at National Grid plc, although there is sufficientindependent representation on the Board. However, she is currently a member of the Audit Committee; it is recommended that the Audit Committee comprises onlyindependent directors. As such, an oppose vote is recommended.

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Vote Cast: Oppose

11. Re-elect Mark WilliamsonChair. Independent upon appointment. He is also Chair of Spectris Plc, a FTSE 250 company. It is considered that a chair cannot effectively represent two corporatecultures. The possibility of having to commit additional time to the role in times of crisis is ever present. Given this, a Chair should focus his attention on one FTSE 350Company. There are also concerns over his aggregate time commitments.

Vote Cast: Oppose

12. Re-elect Karen WittsIndependent Non-Executive Director. There are concerns over a potential conflict of interest between her role as an Executive in a listed company - Chief FinancialOfficer of Kingfisher plc (FTSE100) - and membership of the Remuneration Committee. An abstain vote is recommended.

Vote Cast: Abstain

13. Re-elect Malcolm WymanSenior Independent Director. Considered independent. The Company’s remuneration practices during the year under review are considered particularly substandard.As Chair of the Remuneration Committee, Mr Wyman harbours the responsibility to address such issues. An oppose vote is therefore recommended.

Vote Cast: Oppose

14. Re-appoint PricewaterhouseCoopers LLP be reappointed as auditor of the CompanyPwC proposed. Non-audit fees represented 3.45% of audit fees during the year under review and 11.69% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. However, the current auditor has been in place for more than ten years. There areconcerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose


Vote Cast: Oppose

VICTREX PLC AGM - 06-02-2019

5. Re-elect Mr L.C PentzChair. Independent on appointment. However, the Board lacks sufficient female representation and no statement has been made in the report regarding the Company’s

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plans to address this imbalance. As he is the Chair of the Nomination Committee, it is recommended shareholders oppose.

Vote Cast: Oppose

6. Re-elect Dr P.J KirbySenior Independent Director. Considered independent. However, there are concerns over this directors’ aggregate time commitments.

Vote Cast: Abstain

7. Re-elect Ms J.E ToogoodIndependent Non-Executive Director. This Director has missed 1 out of 9 Board meetings and 1 out of 5 Nomination committee meetings that she was eligible to attend.No adequate justification has been provided by the Company.

Vote Cast: Oppose

15. Amend Articles: (Increase the maximum fees for the directors)Authority is sought to increase the limit of the aggregate remuneration cap for Non-Executive Directors from GBP400,000 to GBP600,000.It is noted that the current maximum fees permitted to be paid to non-executive directors under the Company’s Article of Association is limited to GBP400,000. TheBoard stated that this increase is required given the increase in Board Members since the limit was incorporated in the Articles in 2010. The aggregate fees paid to theNon-Executive Directors during the year are GBP424,218. The proposed new limit would represent a 50% increase on the current limit and is considered potentiallyexcessive, given the number of directors that have been appointed since the limit was set in 2010. Furthermore, there is currently no headroom, and aggregatedirectors’ fees exceed the limit. On these basis, an oppose vote is recommended.

Vote Cast: Oppose

18. Approve the New Victrex Long Term Incentive PlanThe Board is seeking approval for the introduction of a new Long term Incentive Plan (the ’New LTIP’). It is noted that the existing Victrex 2009 LTIP was adopted on 10February 2009 and will expire at its 10th anniversary in 2019. The Committee may grant awards within six weeks of shareholder approval of the LTIP or at any othertime when the Committee considers there are exceptional circumstances which justify the granting of awards. Also, the Committee may decide to grant cash-basedawards of an equivalent value to share-based awards or to satisfy share-based awards in cash, although it does not currently intend to do so.An award may not be granted more than 10 years after shareholder approval of the LTIP. The Committee may make its vesting conditional on the satisfaction of one ormore performance conditions. Additionally, the Committee may vary the performance conditions applying to existing awards if it considers it would be apprpriate to doso but will consult with major shareholders where appropriate.Awards normally vest on the third anniversary of grant to the extent that any applicable performance conditions have been satisfied and provided the participant is stillemployed in the Company’s Group.For awards granted in the form of options, participants will (subject to the Committee deciding a shorter period before grant) have a seven-year period from the date ofvesting in which to exercise their options. Before vesting (or in the case of options, exercise), awards may be subject to malus provisions and, after vesting (or, in thecase of options, exercise), awards may be subject to clawback. Malus or clawback may apply on such basis that the Committee considers to be fair, reasonable andproportionate where, in the Committee’s opinion, there are exceptional circumstances. Such exceptional circumstances include serious reputational damage, a failureof risk management, an error in available financial information which led to the award being greater than it would otherwise have been, or personal misconduct by the

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relevant participant. As a general rule, an unvested award will lapse upon a participant ceasing to hold employment or be a Director within the Company’s Group. Theextent to which an award will vest in these situations will depend upon: (i) the extent to which any performance and other conditions have been satisfied; and (ii) unlessthe Committee decides otherwise, time pro-rating to reflect the period of employment since the grant date.Long Term Incentive Plans are not considered an effective means of incentivising performance and are inherently flawed. There is the risk that they are rewardingvolatility rather than the performance of the company. They are acting as a complex and opaque hedge against absolute company underperformance and long-termshare price falls. They are also a significant factor in reward for failure. On this basis, an oppose vote is recommended.

Vote Cast: Oppose


Vote Cast: Oppose


Vote Cast: Oppose

ROYAL BANK OF SCOTLAND GROUP EGM - 06-02-2019

1. Authorise Share RepurchaseAuthority is sought to approve the terms of the contract between the Company and The Commissioners of Her Majesty’s Treasury (HM Treasury) providing for off-marketpurchases from HM Treasury or its nominee of fully paid ordinary shares in the capital of the Company. The authority will expire at the conclusion of the next AGM.Background and Reasons: The Company states that Authority to enter into the Directed Buyback Contract will give the Company the flexibility, if appropriate at therelevant time and with the agreement of HM Treasury, to help facilitate the return of the Company to full private ownership through the use of the Company’s excesscapital. The Directors will only make off-market purchases with HM Treasury’s agreement and where, in light of market conditions prevailing generally at the time, theyconsider that such off-market purchases will be in the best interests of shareholders as a whole. Neither the Company nor HM Treasury would be under an obligationto agree to make such offmarket purchases and would only do so subject to regulatory approval at the time.Recommendation:The explanation provided in the circular is not considered to be adequate for approving this resolution. It is not considered that the Company’sjustification has set out how the authority will benefit long-term shareholders and that directors are not conflicted in recommending this authority. As such, an opposevote is recommended.

Vote Cast: Oppose

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MTG-MODERN TIMES GROUP AB EGM - 07-02-2019

8. Issue Shares for CashIt is proposed to issue new B Shares with pre-emptive rights for up to 20% of the share capital until next AGM. These shares will not entitle the shareholder to NordicEntertainment Group AB share distribution as they will be issued after the distribution. Authority is sought to issue shares with the option to issue without pre-emptiverights to an amount of more than 10% of the share capital, which is deemed excessive. Opposition is recommended.

Vote Cast: Oppose

COMPASS GROUP PLC AGM - 07-02-2019

2. Approve the Remuneration ReportOverall disclosure is adequate. The balance of CEO realised pay with financial performance is considered acceptable as the change in CEO total pay over five years iscommensurate with the change in TSR over the same period. However, the salary of the highest paid director, Gary Green is in the upper quartile of PIRC’s comparatorgroup and his variable pay for the Year Under Review is approximately 377.1% of salary, which is considered excessive. Additionally, the ratio of his pay compared toaverage employee pay is considered unacceptable at 177:1.Rating: AD.

Vote Cast: Oppose

4. Elect John BryantNewly-appointed Independent Non-Executive Director. There are concerns over the directors’ aggregate time commitments.

Vote Cast: Abstain

5. Elect Anne Francoise NesmesNewly-appointed Independent Non-Executive Director. There are concerns over the directors’ aggregate time commitments.

Vote Cast: Abstain

9. Re-elect John BasonSenior Independent Director. Considered independent. However, there are concerns over the directors’ aggregate time commitments.

Vote Cast: Abstain

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10. Re-elect Stefan BomhardIndependent Non-Executive Director. This Director has missed 1 out 6 Board meetings, 1 out of 3 Audit Committee meetings, 1 out of 4 Nomination Committeemeetings and 1 out of 5 Remuneration committee meetings that he was eligible to attend. No adequate justification has been provided by the Company.

Vote Cast: Oppose

12. Re-elect Ireena VittalIndependent Non-Executive Director. It is noted that this director received a significant number of abstain votes of 15.14% at the last AGM and no explanation hasbeen provided by the Company. In addition, there are concerns over the director’s potential aggregate time commitments.

Vote Cast: Abstain

13. Re-elect Paul WalshChair. Independent upon appointment. However, there are concerns over his potential aggregate time commitments.

Vote Cast: Abstain


Vote Cast: Oppose


Vote Cast: Oppose

THOMAS COOK GROUP PLC AGM - 07-02-2019

2. Approve the Remuneration ReportOverall disclosure is adequate.The change in the CEO’s salary is in line with the rest of the Company, as the CEO’s salary rose by 2% while the change in the salaries of UK-based employees wasand increase of 3.4%. Although, the CEO’s salary is in the upper quartile of the Company’s comparator group. There was no variable pay for the year under review, asthe two financial hurdles for the annual bonus were not met which resulted in no payout, and PSP awards for FY16 will not vest and lapsed in December 2018. The

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ratio of CEO pay compared to average employee pay is acceptable at 19:1. However, the balance of CEO realised pay with financial performance is not consideredacceptable as the change in CEO total pay over five years is not in line with the change in TSR over the same period.Rating: AD.

Vote Cast: Oppose

6. Re-elect Paul Edgecliffe-JohnsonIndependent Non-Executive Director. He missed one out of six Board meetings with no adequate justification provided. In addition, he holds the position of ChiefFinancial Officer in InterContinental Hotels Group PLC, a FTSE 100 company. There are concerns over a potential conflict of interest between his role as an Executivein a listed company and membership of the remuneration committee.

Vote Cast: Oppose


Vote Cast: Oppose

EASYJET PLC AGM - 07-02-2019

4. Re-elect John BartonIncumbent Chair. Independent upon appointment. He is the Chair of the Nomination Committee and no target has been set to increase the level of female representationon the Board, which is currently insufficient at 30%.

Vote Cast: Oppose

7. Re-elect Charles GurassaSenior Independent Director. Considered independent. There are concerns over his aggregate time commitments.

Vote Cast: Abstain

8. Re-elect Dr. Andreas BierwirthIndependent Non-Executive Director. There are concerns over his aggregate time commitments.

Vote Cast: Abstain

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14. Re-appoint PricewaterhouseCoopers LLP as auditors of the CompanyPwC proposed. No non-audit fees were paid to the auditors in the past three years. This approach is commended. However, the current auditor has been in place formore than ten years. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose


Vote Cast: Oppose

PHAROL SGPS SA EGM - 08-02-2019

1. Set the Number of Board Directors and Elect Members of the Corporate Bodies of the Company and the Remuneration Committee and Elect One Additional DirectorThe Board proposes this resolution due to the suspension of the election of the members of corporate bodies including Ms. Modesto, appointed in September 2018 andsuspended upon request of a shareholder, pending judicial decision. The Company proposes to set the number of directors to be elected to the Board to 11 directors.While this is in line with market practice, the additional director, Maria de Lourdes Vasconcelos Pimentel da Cunha Trigoso, is not considered to be independent owingto her previous employment as the Deputy Company Secretary. There is insufficient independence on the board. For this reason, opposition is recommended.

Vote Cast: Oppose

SHAFTESBURY PLC AGM - 08-02-2019


Vote Cast: Oppose


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Vote Cast: Oppose

2. Approve Remuneration PolicyPolicy Changes: The Company state that the remuneration Committee is not proposing to make any major changes to the structure of the policy. Minor changesinclude reducing pension provision for future executive director appointments from 25% to 17.5% of salary, in line with the pension contribution received by all our otheremployees.Although the proposed reduction in pension contributions for new recruits is welcome, important concerns remain with the policy.Disclosure: Pay policy aims are fully explained in terms of the Company’s objectives and the Company has also adequately disclosed the review process of theremuneration policy. However, the Company has not compared the level of its CEO remuneration, against a disclosed group of peers. Also, maximum potential benefitshave not been disclosed.Balance: Total potential awards under all incentive schemes are considered excessive as they amount to 300% of salary (350% in exceptional circumstances). For theannual bonus the Company uses multiple performance conditions, though they do not operate interdependently. The LTIP vests based on achievement against TSR,NAV and TAR performance which do not operate interdependently. Best practice is to operate at least two different performance conditions interdependently, with atleast one of the metrics being linked to non-financial indicators. The absence of Non-financial parameters to assess Executives’ long-term performance is consideredcontrary to best practice as such factors allow the remuneration policy to focus on the operational performance of the business as a whole and the individual rolesof each of the senior executives in achieving that performance. Financial parameters are generally beyond an individual director’s control. The performance periodis three years, however there is a two year holding period beyond vesting, which is welcomed. Dividend equivalent payments are permitted under the plan. Suchpayments misalign shareholder and executive interests as shareholders must subscribe for shares in order to receive dividends whereas participants in the scheme donot.Contracts: All directors are employed on one-year rolling contracts. Payments in lieu of notice are limited to one year’s salary and benefits. Upside discretion may beapplied by the committee on termination of employment which is not considered appropriate.Rating: BDC

Vote Cast: Oppose

17. Approve Increase in Non-executives FeesAuthority is sought to increase the limit of the aggregate remuneration cap for Non-Executive Directors from GBP 500,000 to GBP 650,000. The Company states thatthe increase would allow some additional headroom in relation to any further appointments of non-executive directors as part of the Board’s succession planning and/orto allow for any future fee increases.The aggregate fees paid to the Non-Executive Directors during the year are GBP 489,000. The proposed new limit would represent a 30% increase on the currentlimit and would provide headroom for a 33% increase in fees. The proposed increase is considered excessive given that the company has not outlined its intentionto appoint new directors. It is considered that an increase of up to 20% is acceptable. The purpose of the limit is to act as a barrier for excessive fee increases. It isrecommended shareholders oppose.

Vote Cast: Oppose

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TUI AG AGM - 12-02-2019


Vote Cast: Oppose

7. Elect Joan Trian Riu to the Supervisory BoardNewly appointed Non-Executive Director. Not considered independent as the director is considered to be connected with a significant shareholder, Riu Hotels & ResortsGroup, where Mr Joan Trian Riu holds the position of a member of the Executive Board, maintains numerous business relations to companies of the TUI Group. Thereis insufficient independent representation on the Board.

Vote Cast: Oppose

8. Approve Remuneration PolicyThe total potential awards under all the incentive schemes can exceed 200% threshold, which is excessive. Annual bonus is not subject to any deferral period, whichis not considered best practice. There is no evidence that payout under both incentive plans is possible unless at least two performance conditions achieved. The LTIperformance conditions do not include non-financial conditions. The LTIP performance period is four years, which is not considered sufficiently long term.For the CEO and CFO upon early termination, they can receive severance payments up to an amount corresponding to two annual remuneration payments. This isconsidered excessive and not in line with standard UK best practice.Rating: BEE

Vote Cast: Oppose

POLYMETAL INTERNATIONAL PLC EGM - 13-02-2019

1. Elect Artem Kirillov as a director of the CompanyShareholder proposal to appoint Artem Kirillov as a Non-Executive Director to the Board.Otkritie Financial Corporation (Otkritie), a shareholder owning (directly and through its nominees) 32,525,673 shares (6.93%) in the Company, has informed PolymetalInternational plc, that it intends to nominate Artem Kirillov as a director to the Company’s Board. The Board concluded that it is appropriate to convene a GeneralMeeting in order to give Otkritie the opportunity to make such nomination. The Company states that this procedure honors the intentions of a large shareholder whileensuring that all shareholders have an opportunity to evaluate the nomination (if made) and vote on the matter. The Board does not consider that the performance ofthe existing Directors necessitates any changes to the composition of the current Board.Due to the connections to the shareholder, Mr Kirillov will not be considered independent. It is considered that independence is important for objectivity as well as themaintenance of good corporate governance practices. It is noted that, if Mr Kirillov is appointed, there would be insufficient independent representation on the Board.As such an oppose vote is recommended.

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Vote Cast: Oppose

RWS HOLDINGS PLC AGM - 13-02-2019

1. Receive the Annual ReportFinancial accounts have been audited and are unqualified and a remuneration report is submitted for shareholder approval. However, there are serious concerns overcorporate governance in practice. The Executive Chair, Andrew Brode, is also a major shareholder of the Company. This concentration of power is exacerbated bythe lack of strong independence on the Board as two Non-Executive Directors are not considered to be independent, as well as the Non-Executive Vice Chair. TheExecutive Chair also sits on the audit and remuneration committees.

Vote Cast: Oppose

2. Approve the Remuneration ReportThe lack of independence of the Remuneration Committee is a concern as it is comprised of the Executive Chair, three Non-Executive Directors, two of whom arenot considered to be independent, and one Non-Executive Vice Chair, who is also not considered to be independent. The Committee states that performance relatedbonuses are based on a combination of sales and/or adjusted profit before tax targets depending on an individual’s area of responsibility, however, specific targets arenot provided. In the year under review, a bonus representing 54.6% of base salary was granted to the CEO. There is a share option scheme in operation. The schemewas designed to incentivise Executive Directors and Senior Employees. No further information on the scheme including, performance conditions for outstandingawards, or maximum awards have been disclosed in the annual report. This is deemed a significant disclosure oversight. It is noted no options were granted in theyear, and no options have vested in the year either. An oppose vote is recommended.

Vote Cast: Oppose

4. To re-elect Andrew BrodeExecutive Chair. Six months rolling contract. As a matter of good corporate governance principle, a Chair with executive responsibilities cannot be supported. Anoppose vote is therefore recommended.

Vote Cast: Oppose

6. To re-elect Desmond GlassChief Financial Officer. Six months rolling contract. Mr Glass is also the Company Secretary. The Company Secretary is an officer of the company with all of theresponsibilities that attach to that status. The holder of the post is often seen as the guardian of governance and an independent adviser to the Board. For this reason,there is a conflict between the company secretarial function and the same person having any other position on the board.

Vote Cast: Abstain

7. To re-elect David ShrimptonNon-Executive Vice Chair. Not considered independent due to a tenure of over nine years. There is insufficient independent representation on the Board.

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Vote Cast: Oppose

8. To re-elect Elisabeth LucasNon-Executive Director. Not considered independent as she was CEO of RWS Translations division from 1995 to December 2011. There is insufficient independentrepresentation on the Board.

Vote Cast: Oppose

10. To elect Tomas KratochvílNon-Executive Director. Not considered independent as he was the CEO of Moravia, which was acquired by the Company. There is insufficient independentrepresentation on the Board.

Vote Cast: Oppose

11. To re-appoint the Auditors: PricewaterhouseCoopers LLPPwC proposed. Non-audit fees represented 257% of audit fees during the year under review and 260.23% on a three-year aggregate basis. This level of non-auditfees raises major concerns about the independence of the statutory auditor.

Vote Cast: Oppose


Vote Cast: Oppose

GCP INFRASTRUCTURE INVESTMENTS LTD AGM - 14-02-2019

2. Approve the Remuneration ReportIndividual directors’ fees are clearly disclosed and do not raise significant concerns. There was no increase in the directors fees during the year under review. Theaggregate fee paid during the year is GBP 363,000 which is within the maximum limit of GBP 500,000 set out in the Articles of Association. The Directors did notreceive any bonuses, pension benefits, share options, long-term incentive schemes or other benefits in respect of their services. However, at last year’s AGM resolution13 - the remuneration policy - received 14.49% opposition from shareholders, and resolution 14 - approve fees payable to the Board of Directors - received 13.28%opposition from shareholders. Such significant opposition has not been addressed, and there is no indication that the Board engaged with sharheolders to addressthis level of opposition. As such, an oppose vote is recommended.

Vote Cast: Oppose

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11. To re-appoint the Auditors: KPMG Channel Islands Jersey LimitedKPMG proposed. Non-audit fees represented 29.03% of audit fees during the year under review and 26.67% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor.

Vote Cast: Abstain

OSRAM LICHT AG AGM - 19-02-2019

5. Appoint the AuditorsEY proposed. No non-audit fees were invoiced during the year under review and 7.14% on a three-year aggregate basis. This level of non-audit fees does not raiseserious concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There are concerns that failure toregularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Abstain

GRAINCORP LTD AGM - 20-02-2019

2. Approve the Remuneration ReportDisclosure: Overall disclosure is good. The policy statement is clear and concise.Balance of Performance and Reward: Total remuneration comprises both a fixed and variable component. The variable remuneration consists of Short-TermIncentives (STI) and Long-Term Incentives (LTI). The total variable remuneration realised by the CEO in the year under review equates to 112.81% of his base salaryand is considered within acceptable limits.The STI awards are based on multiple performance conditions that include a non-financial element, which is welcomed. Half of the bonus is deferred into shares for atwelve-month period for the CEO and a two-year period for other executives. It is considered best practice when half of the bonus is deferred into shares for two yearsfor all Key Management Personnel.The LTI awards are based on two performance measures: Return on Equity and Relative Total Shareholder Return. Performance conditions do not run interdependentlyand do not include a non-financial performance element, contrary to best practice. LTIs are awarded based on a three-year performance period without further holdingperiod, which is not considered sufficiently long term.Contracts: The notice period for the CEO is six months and for other executives is three to six months. The Company has clawback provision in place. However,there are concerns as recoup of compensation is determined by the committees discretion which is not considered best practice. Based on the above concerns, anoppose vote is recommended.

Vote Cast: Oppose

3.1. Re-elect Donald Mcgauchie AoNon-Executive Director. Not considered independent upon appointment as he first joined the Board as a major shareholder representative Director in 2005, and wasre-designated as an independent Director in February 2009. There is insufficient independent representation on the Board. An oppose vote is recommended.

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Vote Cast: Oppose

4. Approve Equity Grant to Mark PalmquistThe Boards is seeking shareholder approval for the purposes of ASX Listing Rule 10.14 for the grant of 166,886 Performance Rights to Mark Palmquist, Chief Executiveand Managing Director, under the Company’s Long-term Incentive Plan. The proposed grant has an approximate value of AUD 1,265,000 which equates to 100% ofhis fixed remuneration.LTIs are awarded based on absolute total shareholder return (aTSR) and return on invested capital (ROIC) with a three-year performance period without further holdingperiod, which is not considered sufficiently long term. Performance conditions are applied independently of each other which is not considered best practice as theycan vest regardless of the performance in respect to other elements. There are no non-financial performance metrics are being used.However, there is evidence of a clawback policy in place. Based on the above concerns, an oppose vote is recommended.

Vote Cast: Oppose

SSP GROUP PLC AGM - 21-02-2019

2. Approve the Remuneration ReportThe remuneration report received significant opposition from shareholders amounting to 14.2%. The Company states that it engaged with shareholders on theremuneration policy, although it is unclear if other concerns regarding remuneration were addressed.The change in the CEO’s salary is in line with the rest of the Company as the increase in the CEO’s salary as well as the average rise in UK employees was 2%.However, the CEO’s salary is in the upper quartile of the Company’s comparator group. The changes in CEO total pay under the last four years are not considered tobe in line with changes in TSR during the same period. Total variable pay for the year under review is excessive, amounting to 677% of salary for the CEO; this is overthree times the recommended limit of 200% of salary. The ratio of CEO pay compared to average employee pay is not acceptable at 144:1; this significantly exceedsthe recommended ratio of 20:1.Rating: BD.

Vote Cast: Oppose

4. Re-elect Vagn SorensenIncumbent Chair. Not independent upon appointment as he is a Senior Industrial Advisor with EQT Partners which had an association with the Company; theCompany states that this association is historic rather than current. In addition, he has served on the Board for over nine years. There are concerns over his timecommitments as he serves on the Boards of numerous companies. At last year’s AGM he received significant opposition from shareholders amounting to 29.3%. TheCompany addressed this stating that there was concern from shareholders over his time commitment issues, and stated that he stepped down from one of his externalappointments. In spite of this, there are concerns over Mr Sorensen’s independence and time commitments. An oppose vote is recommended.

Vote Cast: Oppose

11. Re-appoint KPMG LLP as Auditor of the CompanyKPMG proposed. Non-audit fees represented 12.50% of audit fees during the year under review and 12.50% on a three-year aggregate basis. This level of non-audit

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fees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There areconcerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose


Vote Cast: Oppose


Vote Cast: Oppose

KROMEK GROUP PLC EGM - 25-02-2019

1. Issue Shares with Pre-emption Rights pursuant to the Firm Placing and Open OfferAuthority sought to issue Company shares with pre-emption rights up to a maximum aggregate nominal amount of GBP840,084.71 (being equal to 84,008,471 OrdinaryShares) pursuant to the Firm Placing and Open Offer, provided that this authority will expire at whichever is the earlier of the conclusion of the annual general meetingof the Company to be held in 2019, or the date falling 6 months from the date of the passing of this resolution.The Company announced a conditional Firm Placing to raise GBP 20.0 million by the issue and allotment by the Company of 80,000,000 Ordinary Shares at theOffer Price of GBP 25 pence per Ordinary Share. In addition, in order to provide Shareholders who have not taken part in the Firm Placing with an opportunity toparticipate in the proposed issue of new Ordinary Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe at the Offer Price foran aggregate of 4,008,471 Offer Shares, to raise up to GBP1.0 million, on the basis of 1 New Ordinary Share for every 65 Existing Ordinary Shares, at GBP25 penceeach, payable in full on acceptance. The Offer Price is at a discount of 9.1% to the closing middle market price of GBP27.5 pence per Existing Ordinary Share on 6February 2019.Background and Reasons:The Company anticipates significant growth opportunities for its flagship medical imaging products and D3S in the nuclear detectiondivision. The net proceeds of the Transaction will be used to increase future manufacturing capacity and associated working capital to support the growth of themedical imaging business; to expand sales and marketing of the D3S for nuclear radiation detection; and to further strengthen balance sheet to provide the Companywith flexibility to address and capitalise on opportunities as they emerge. The Company expects to allocate the proceeds in the following way: GBP10.0 million forcapital expenditure (manufacturing capacity expansion) and working capital for medical imaging, providing a significant capacity increase for the next 15 years; GBP3.0to GBP4.0 million for sales and marketing expansion to develop and drive D3S global market opportunity; and the balance will be used to further strengthen balancesheet to provide the business with flexibility to address and capitalise opportunities as they emerge.

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Recommendation: The proposal has been adequately described and justified by the Board. No significant governance concerns have been identified. However, thereis an insufficient balance of independent representation on the Board. Board independence is significant for providing assurance that the proposal is undertaken withappropriate independent judgement and oversight. As this is not the case, an oppose vote is recommended.

Vote Cast: Oppose

2. Issue Shares for Cash pursuant to the Firm Placing and Open OfferAuthority sought to issue Company shares with pre-emption rights disapplied up to a maximum aggregate nominal amount of GBP840,084.71 (being equal to84,008,471 Ordinary Shares) pursuant to the Firm Placing and Open Offer, provided that this authority will expire at whichever is the earlier of the conclusion ofthe annual general meeting of the Company to be held in 2019, or the date falling 6 months from the date of the passing of this resolution. In line with the voterecommendation in resolution 1, an oppose vote is recommended.

Vote Cast: Oppose

ALTERNATIVE LIQUIDITY FUND EGM - 25-02-2019

1. Approve New Investment PolicyAuthority sought to amend the Company’s investment policy in order to allow the Company to create new share classes for separate investment portfolios and tospecifically allow the Company to act as a feeder fund and invest the assets of any of its portfolios either directly or indirectly into master funds (including the WaranaMaster Fund).Background: The Company currently has a single class of ordinary shares in issue, which is listed on the premium segment of the Official List and traded on theLondon Stock Exchange’s Main Market. On its launch the Company acquired an initial portfolio of assets for an aggregate consideration of US$144 million from SMMI.Since then the Company has made five new investments in opportunities sourced by the Investment Manager. The Company is aiming to realise its existing portfolioin an orderly and timely manner and return cash to its Shareholders. The Company has made six capital distributions and has announced a seventh in respect ofits Existing Shares in the form of redeemable B shares totalling US$0.20 per Existing Share. The Board stated in the Company’s annual report and accounts for theyear to 30 June 2018 that it, together with the Company’s investment manager, Warana Capital, LLC, have been exploring various growth strategies for the Companyand the scope of the Company to offer new share classes for illiquid assets and portfolios similar to the Company’s current illiquid investment portfolio. Subject to theCompany receiving shareholder approval at the Extraordinary General Meeting, the Company is proposing to introduce a new class of ordinary shares pursuant to anInitial Placing, Offer for Subscription and subsequent Placing Programme. The new Ordinary Shares will also be listed on the premium segment of the Official List andtraded on the Main Market. The Company’s existing ordinary shares will be re-designated the Realisation Shares to reflect the Board’s policy to return cash from theproceeds of the investments and the Company’s existing assets currently held within the Existing Portfolio will be attributable to the Realisation Portfolio.Portfolios: It is intended that the Ordinary Portfolio will make new investments in illiquid funds, funds of funds and other alternative assets and will be permitted toact as a feeder fund in the Warana Master Fund (and other funds or portfolios managed by the Investment Manager) in accordance with the proposed investmentpolicy. Most notably the 40% limit on any fund investments managed by a single fund manager is proposed to be removed in order to give effect to the Company’sproposed new ability to act as a feeder fund in the Warana Master Fund (and other funds or portfolios managed by the Investment Manager). The Existing Portfolio(to be renamed Realisation Portfolio) could, under the current investment policy, reinvest any cash receipts into new investments. However, going forward under theproposed new investment policy, the Realisation Portfolio will go into managed wind down and its assets will be realised in an orderly manner. It is intended that capitalwill be returned to the Realisation Shareholders as it is received.Recommendation: The Company has provided an explanation for the proposal and also has a fully independent Board which provides assurance that the proposal is

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undertaken with appropriate independent judgement and oversight. However, the proposal is considered to be unnecessarily complex without providing any significantbenefits. It is considered that the intended objectives can be achieved without the need to create separate classes of shares. An oppose vote is recommended.

Vote Cast: Oppose

2. Adopt New Articles of AssociationAuthority sought to adopt new Articles of Association which reflect the changes proposed in resolution 1; specifically for ordinary shares existing ordinary shares ofUSD0.01 each issued in the capital of the Company to be redesignated as Realisation Shares. In line with the vote recommendation in resolution 1 an oppose vote isrecommended.

Vote Cast: Oppose

3. Issue Shares for Cash in respect of the Initial Placing and OfferAuthority sought to issue shares for cash in respect of the Initial Placing and Offer, up to an aggregate nominal value of USD1,000,000 being approximately 68% of thenominal value of the issued share capital of the Company, as at 4 February 2019. All of the net proceeds of the Initial Placing and Offer will be comitted to the WaranaMaster Fund. In line with the vote recommendations above an oppose vote is recommended.

Vote Cast: Oppose

4. Approve the Sunrise Partners Related Party TransactionThe Company seeks to issue new Ordinary Shares under the Initial Placing and Placing Programme to Sunrise Partners. As at 4 February 2019 Sunrise Partnersheld approximately 35,331,365 Existing Shares which represents 24.09% of the voting rights in the Company. Under the Listing Rules therefore, Sunrise Partners isa substantial shareholder in the Company and a related party. The Company has not determined the potential change in the shareholding of Sunrise Partners. TheCompany has stated that Sunrise Partners will not vote on the resolution. There exists the possibility for Sunrise Partners to become a controlling shareholder. As thisresolution is subject to the passing of resolutions 1 and 2, an oppose vote is recommended.

Vote Cast: Oppose

5. Approve the LIM Related Party TransactionThe Company seeks to issue new Ordinary Shares under the Initial Placing and the Placing Programme to LIMAdvisers. As at 4 February 2019, LIMAdvisers heldapproximately 24,562,215 Existing Shares which represents 16.75% of the voting rights in the Company. The Company has not determined the potential change in theshareholding of Sunrise Partners. As this resolution is subject to the passing of resolutions 1 and 2, an oppose vote is recommended.

Vote Cast: Oppose

6. Approve Related Party Transaction - the entering into of the Supplemental Agreement to the Investment Management AgreementAuthority sought to approve the entering into of the Supplemental Agreement to the Investment Management Agreement with the Company’s Investment Manager,Warana Capital LLC.Supplemental Agreement: Under the terms of the Supplemental Agreement to the Investment Management Agreement, the Investment Manager will providediscretionary investment management services in respect of the new Ordinary Portfolio for: (i) an annual management fee equal to 1.5% of the market capitalisation

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of the new Ordinary Portfolio calculated on an annualised basis and paid monthly in arrears based on the average closing market capitalisation over the last 10 tradingdays in every month up to the month end; and (ii) an annual performance fee equal to 20% of the realised annual gains on each investment in the new OrdinaryPortfolio (excluding the Warana Master Fund) which exceed an annual non-compounding minimum return hurdle of 8%. This performance fee will be calculated on anannualised basis and any realised losses incurred on any other assets within the new Ordinary Portfolio will be netted off. While Warana Capital is the manager ofboth the Warana Master Fund and the Company, the management fee in relation to the Company’s investment in theWarana Master Fund will be rebated back to theCompany. No performance fee in relation to the Company’s investment in the Warana Master Fund through the Warana Offshore Fund will be payable at the Companylevel. Such performance fee will be provided for at the level of the Warana Master Fund and will be payable in circumstances where the Warana Master Fund makes adistribution to investors (which is at the discretion of the Investment Manager) provided certain hurdles (non-cumulative) have been achieved in respect of the investors’capital contributions. The Supplemental Agreement to the Investment Management Agreement will also extend Warana Capital’s initial term and provide that eitherparty may give to the other not less than 12 months’ notice to terminate provided that such notice will only be able to be given after the conclusion of the annual generalmeeting in 2023. Under the Investment Management Agreement the initial term currently runs until 30 September 2020.Recommendation:This resolution is subject to the passing of resolutions 1 and 2 and therefore the vote recommendation is in line with the above resolutions. Assuch, an oppose vote is recommended.

Vote Cast: Oppose

7. Authorise Share RepurchaseAuthority is sought to repurchase up to 14.99% of the issued share capital. The authority would expire at the next AGM. As this resolution is subject to the passing ofresolutions 1 and 2, an oppose vote is recommended.

Vote Cast: Oppose

KONE CORP AGM - 26-02-2019

8. Approve the DividendThe Board proposes a dividend of EUR 1.6475 per class A share and a dividend of EUR 1.65 per class B share. The dividend is covered by earnings. Acceptableproposal.

Vote Cast: Abstain

12. Elect the BoardThe Nomination and Compensation Committee of the Board of Directors proposes that Matti Alahuhta, Anne Brunila, Antti Herlin, Iiris Herlin, Jussi Herlin, RaviKant, Juhani Kaskeala and Sirpa Pietikäinen are re-elected to the Board of Directors. There is insufficient independent representation on the Board, opposition isrecommended.

Vote Cast: Oppose

13. Allow the Board to Determine the Auditor’s RemunerationThe Company did not disclose in detail what non-audit services were performed during the year. As per the Directive 2014/56/EU, auditors are prohibited to perform

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sone non-audit services. Although not immediately applicable, the EU Directive is regarded as a best practice standard and, on this ground opposition is recommended.

Vote Cast: Oppose

15. Appoint the AuditorsPwC proposed. Non-audit fees represented 8.82% of audit fees during the year under review and 20.95% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

16. Authorise Share RepurchaseAuthority sought to allow the Board to repurchase and use capital stock within legal boundaries. The authority exceeds 10% of the share capital. As the Company hasnot duly provided an explanation regarding the rationale behind the proposal, opposition is recommended.

Vote Cast: Oppose

RIVER AND MERCANTILE UK MICRO CAP INV COMPANY LTD AGM - 27-02-2019

4. Re-elect Ian BurnsSenior Independent Director. However, there are concerns over the director’s potential aggregate time commitments.

Vote Cast: Abstain

6. Re-elect Mark HodgsonNon-Executive Director. Not considered independent as he is Managing Director of Carne Global Financial Services (C.I.) Limited which, along with the AlternativeInvestment Fund Manager (AIFM), is a subsidiary of the Carne Group. Such connections to the AIFM are considered inappropriate. An oppose vote is recommended.

Vote Cast: Oppose

THE SAGE GROUP PLC AGM - 27-02-2019

3. Re-elect Sir Donald BrydonChair. Independent upon appointment. He is also Chair of another FTSE 100 company, London Stock Exchange Plc. It is considered that a chair cannot effectivelyrepresent two corporate cultures. The possibility of having to commit additional time to the role in times of crisis is ever present. Given this, a Chair should focus hisattention onto only one FTSE 350 Company. On this basis, an oppose vote is recommended.

Vote Cast: Oppose

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4. Re-elect Neil BerkettIndependent Non-Executive Director. The director missed 2 out of 8 Remuneration Committee meetings that he was eligible to attend. No adequate justification hasbeen provided by the Company.

Vote Cast: Oppose

8. Re-elect Jonathan HowellNewly-appointed Chief Financial Officer. Chair of the Audit Committee. Not considered independent as he is an executive director. It is considered that audit committeesshould comprise exclusively independent members, including the chair. On this ground, opposition is recommended.

Vote Cast: Oppose

13. Approve the Remuneration ReportThe increase in the CEO’s salary is in line with the rest of the Company. The balance of CEO realised pay with financial performance is not considered acceptableas the change in CEO total pay over five years is not commensurate with the change in TSR over the same period. Also, the CEO’s salary is in the upper quartile ofPIRC’s comparator group which raises concerns over the excessiveness of his pay. The CEO’s variable pay for the Year Under Review is approximately 69.71% ofsalary, which is considered acceptable. No annual bonus was paid to the CEO during the year. However, it is noted that the value of the award granted to the CEOunder the Performance Share Plan amounts to 272% of his base salary which is considered excessive. However, the ratio of CEO pay compared to average employeepay is considered appropriate at 17:1.Rating: BD.

Vote Cast: Oppose

14. Approve Remuneration PolicyThe potential variable pay of CEO’s remuneration is considered excessive as it can amount up to 475% of base salary. Performance criteria for the PSP do not operateinter-dependently. The vesting period is three years, however a two year holding period applies which is considered appropriate. On the vesting of awards under thedeferred bonus or the PSP, executives receive an amount (in cash or shares) equal to the dividends paid or payable between the date of grant and the vesting of theaward on the number of shares which have vested. Such payments misalign shareholder and executive interests as shareholders must subscribe for shares in orderto receive dividends whereas participants in the schemes do not. It is noted that one-third of the bonus earned will be deferred into shares for three years and theremainder delivered in cash. It is recommended that at least half of the annual bonus is subjected to share deferral for two years. The Company uses more than oneperformance condition, though they do not operate interdependently. For the PSP, awards are subject to a two-year holding period before they are released. However,the level of discretion given to the Remuneration Committee when appointing new executive directors or on termination of a service contract raises serious concerns.The Committee retains the discretion to ”make appropriate remuneration decisions outside the standard policy to meet the individual circumstances of the recruitment”.Under the remuneration policy, the Remuneration Committee may alter the performance measures, performance period and vesting period of the annual bonus orlong-term incentive, subject to the rules of the plan, if the committee determines that the circumstances of the recruitment merit such alteration. Such alterations arenot considered in line with best practice. On loss of office (under certain circumstance such as redundancy or retirement) or on a change in control, the Committeealso has the discretion to allow full vesting of awards for the deferred annual bonus plan. For other awards, it is noted that the committee may disapply time pro-ratavesting.Rating: ADD.

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Vote Cast: Oppose


Vote Cast: Oppose

STERIS PLC EGM - 28-02-2019

1. Approve Scheme of ArrangementShareholder approval is sought for the Scheme of Arrangement (the Scheme) to be made between the Company and holders of Scheme Shares in relation to theRedomiciliation of the Company in Ireland.Background and Reasons: On November 2, 2015, Old STERIS completed its Combination with Synergy. As a result of the Combination, STERIS plc, a publiclimited company organized under the laws of England and Wales, became the ultimate parent of Old STERIS and Synergy and the stock of STERIS plc was listed onNYSE. Months later, on June 23, 2016, the United Kingdom voted for Brexit. Since that time, the Board has closely monitored developments regarding Brexit, includingthe negotiations between the United Kingdom and the European Union as to the terms of the United Kingdom’s withdrawal from the European Union. In particular,following the United Kingdom’s departure from the European Union, STERIS may no longer be able to enjoy the benefits of certain tax and other treaty arrangementsbetween European Union member states and the United States, from which it currently benefits. Brexit is currently scheduled to occur on March 29, 2019. As a resultof the protracted uncertainty surrounding the outcome of Brexit negotiations, the Board, including in consultation with the Company’s senior management and outsideadvisors, has evaluated many alternatives. These alternatives included keeping the existing structure, redomiciling to jurisdictions other than the United Kingdom, andrevising the Group’s internal financing structure. Following its evaluation, the Board concluded that the Redomiciliation to Ireland and retaining STERIS’s status asa European Union domiciled company is the best path forward for STERIS. Retaining the Company’s domicile in the European Union is anticipated to preserve thecurrent and future financial benefits initially established in 2015 at the time of the Combination with Synergy. STERIS believes that more than $50 million in future U.S.financial benefits supported by tax treaties between the U.S. and the European Union member states will be at risk if the Company remains domiciled in the UnitedKingdom after Brexit. STERIS anticipates that the cost to complete the Redomiciliation will be approximately $10 million. The Board believes that the Redomiciliationwill facilitate the Company’s ability to achieve its financial goals, and mitigate or avoid potentially significant additional risks, uncertainty, inefficiencies, expenses andother possible negative impacts resulting from the United Kingdom’s withdrawal from the European Union.The Scheme: The Redomiciliation will be implemented by the Scheme. As a result of the Redomiciliation and if the Scheme becomes Effective, all STERIS shares willbe held by STERIS Ireland, which will then become the ultimate holding company of STERIS and STERIS shareholders will become the owners of STERIS Ireland inthe same proportions in which they currently own STERIS. Following the Scheme becoming Effective, STERIS will be re-registered as a private limited company withthe name STERIS Limited, and STERIS Emerald IE Limited, a company established in Ireland, will be interposed as the direct parent company of STERIS.Recommendation: The proposal has been adequately described and justified by the Board. No significant governance concerns have been identified. However, thereis an insufficient balance of independent representation on the Board. Board independence is significant for providing assurance that the proposal is undertaken withappropriate independent judgement and oversight. As this is not the case, an oppose vote is recommended.

Vote Cast: Oppose

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2. Approve the creation of distributable profits within Steris Ireland.Authority is sought to create distributable profits within Steris Ireland. Subject to the Scheme becoming effective, and STERIS Ireland (and/or its nominee(s)) beingregistered as the owner of the New STERIS Ordinary Shares, the Company seeks shareholder approval for the creation of distributable profits of STERIS Ireland underIrish law by reducing the nominal value and cancelling the associated company capital paid-up on each of the ordinary shares of STERIS Ireland issued pursuant tothe Scheme from USD75 to USD0.001. In line with the vote recommendation in resolution 1, an oppose vote is recommended.

Vote Cast: Oppose

STERIS PLC COURT - 28-02-2019

1. Approve Scheme of ArrangementShareholder approval is sought for the Scheme of Arrangement (the Scheme) to be made between the Company and holders of Scheme Shares in relation to theRedomiciliation of the Company in Ireland.Background and Reasons: On November 2, 2015, Old STERIS completed its Combination with Synergy. As a result of the Combination, STERIS plc, a publiclimited company organized under the laws of England and Wales, became the ultimate parent of Old STERIS and Synergy and the stock of STERIS plc was listed onNYSE. Months later, on June 23, 2016, the United Kingdom voted for Brexit. Since that time, the Board has closely monitored developments regarding Brexit, includingthe negotiations between the United Kingdom and the European Union as to the terms of the United Kingdom’s withdrawal from the European Union. In particular,following the United Kingdom’s departure from the European Union, STERIS may no longer be able to enjoy the benefits of certain tax and other treaty arrangementsbetween European Union member states and the United States, from which it currently benefits. Brexit is currently scheduled to occur on March 29, 2019. As a resultof the protracted uncertainty surrounding the outcome of Brexit negotiations, the Board, including in consultation with the Company’s senior management and outsideadvisors, has evaluated many alternatives. These alternatives included keeping the existing structure, redomiciling to jurisdictions other than the United Kingdom, andrevising the Group’s internal financing structure. Following its evaluation, the Board concluded that the Redomiciliation to Ireland and retaining STERIS’s status asa European Union domiciled company is the best path forward for STERIS. Retaining the Company’s domicile in the European Union is anticipated to preserve thecurrent and future financial benefits initially established in 2015 at the time of the Combination with Synergy. STERIS believes that more than $50 million in future U.S.financial benefits supported by tax treaties between the U.S. and the European Union member states will be at risk if the Company remains domiciled in the UnitedKingdom after Brexit. STERIS anticipates that the cost to complete the Redomiciliation will be approximately $10 million. The Board believes that the Redomiciliationwill facilitate the Company’s ability to achieve its financial goals, and mitigate or avoid potentially significant additional risks, uncertainty, inefficiencies, expenses andother possible negative impacts resulting from the United Kingdom’s withdrawal from the European Union.The Scheme: The Redomiciliation will be implemented by the Scheme. As a result of the Redomiciliation and if the Scheme becomes Effective, all STERIS shares willbe held by STERIS Ireland, which will then become the ultimate holding company of STERIS and STERIS shareholders will become the owners of STERIS Ireland inthe same proportions in which they currently own STERIS. Following the Scheme becoming Effective, STERIS will be re-registered as a private limited company withthe name STERIS Limited, and STERIS Emerald IE Limited, a company established in Ireland, will be interposed as the direct parent company of STERIS.Recommendation: The proposal has been adequately described and justified by the Board. No significant governance concerns have been identified. However, thereis an insufficient balance of independent representation on the Board. Board independence is significant for providing assurance that the proposal is undertaken withappropriate independent judgement and oversight. As this is not the case, an oppose vote is recommended.

Vote Cast: Oppose

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ABERFORTH SMALLER COMPANIES TRUST PLC AGM - 28-02-2019

9. Re-appoint Deloitte LLP as AuditorsDeloitte proposed. No non-audit fees were paid to the auditors in the past three years. This approach is commended. The current auditor has been in place for morethan five years. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Abstain

NOVARTIS AG AGM - 28-02-2019

2. Discharge the Board and the Executive CommitteeThe Company is facing an investigation in Greece for inappropriate economic benefits, the consequences resulting from this investigation are unknown. The Companyis facing a number of legal issues in other countries that have been disclosed in their annual report and the investigations are currently ongoing. Therefore, an abstainvote is recommended.

Vote Cast: Abstain

5. Authorise Share RepurchaseThe Board of Directors proposes that shareholders authorize the Board of Directors to launch an eighth share repurchase program to repurchase shares up to amaximum of CHF 10 billion until the Annual General Meeting in 2022.This resolution will not be supported unless the Board has set forth a clear, cogent and compellingcase demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, an oppose vote is recommended.

Vote Cast: Oppose

7.2. Approve Maximum Remuneration of Executive Committee in the Amount of CHF 92 MillionThe Board of Directors proposes that shareholders approve the maximum aggregate amount of compensation to be paid, promised or granted during, or in respect of,2020 to the members of the Executive Committee, i.e. CHF 92,000,000.Variable remuneration appears to be consistently capped, however the potential payout from the variable remuneration component could potentially reach over200% of the fixed salary for executives, which is considered excessive. In addition, the Company has not disclosed quantified targets or performance criteria forits variable remuneration component, which may lead to overpayment against underperformance. There are claw back clauses in place over the entirety of the variableremuneration, which is welcomed. On balance, opposition is recommended.

Vote Cast: Oppose

7.3. Approve Remuneration ReportIt is proposed to approve the remuneration policy with an advisory vote. Although variable remuneration appears to be consistently capped (at 200% of target), thereare excessiveness concerns as variable remuneration target caps exceed 200% of base salary and the rewarded variable remuneration is above 200% of base salarycontrary to best practice. In addition, the Company has not disclosed quantified targets or performance criteria for its variable remuneration component, which may

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lead to overpayment against underperformance. There are claw back clauses in place over the entirety of the variable remuneration, which is welcomed. On balance,an opposing vote is recommended.

Vote Cast: Oppose

8.1. Re-elect Joerg Reinhardt as ChairmanIt is proposed to re-elect Joerg Reinhardt as Chairman of the Board. In terms of good governance, it is considered that the Chairman should be a Board member thatis considered to be independent. There is sufficient independent representation on the Board, however the Chairman has also been the Chief Operating Officer of theCompany previously before moving with Bayer HealthCare AG. It is considered that current or past executive responsibilities are detrimental to the implementation ofthe supervisory functions required by the Chairmanship. Opposition is recommended.

Vote Cast: Oppose

9.1. Re-elect Srikant Datar as a member of the Compensation CommitteeThis director is not considered to be independent. Opposition is recommended.

Vote Cast: Oppose

9.2. Re-elect Ann Fudge as a member of the Compensation CommitteeThis director is not considered to be independent. Opposition is recommended.

Vote Cast: Oppose

10. Reappoint the AuditorsPWC proposed. Non-audit fees were approximately 9.38% of audit fees during the year under review. Non-audit fees over a three year basis were approximately 8.45%of audit fees. The level of non-audit fees does not raise concerns. However, the auditors’ term exceeds 10 years, which may create potential for conflict of interest onthe part of the independent auditor. Opposition is thus recommended.

Vote Cast: Oppose

B. Transact Any Other Business: instruct the independent proxy how to vote on alternative motions to those published in the Notice of Meeting.It is proposed to instruct the independent proxy to approve all Board proposals that may be included on the agenda, up until the time of the meeting. No proposalshave been set forth at this time. Abstention is recommended.

Vote Cast: Abstain

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ALFA SAB DE CV AGM - 28-02-2019

1. Approve Financial StatementsIt was not possible to secure sufficient information in English from the Company to enable delivery of an informed report. Reports are provided for companies whichprovide adequate and timely disclosure of materials in English which explain the meeting agenda. Best efforts have been made to obtain such disclosures for thismeeting but have not been successful. Unless sufficient information becomes available subsequent to the issuance of these recommendations, it is advised not tosupport the proposals.

Vote Cast: Abstain

2. Approve the DividendThe dividend proposal was not made available in sufficient time prior to the meeting. On this basis, abstention is recommended.

Vote Cast: Abstain

3. Elect Directors and Chairmen of Audit and Corporate Practices Committees; Fix Their RemunerationElection of directors is bundled in one resolution. Although slate elections are not considered to be best practice, they are common in this market. The Board isconsidered less than half independent. Also, there is a lack of disclosure on directors’ biographical details to provide an informed assessment. Therefore, an opposevote is recommended.

Vote Cast: Oppose

APPLE INC AGM - 01-03-2019

1c. Re-elect Al GoreNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board. There areconcerns over the director’s potential aggregate time commitments.

Vote Cast: Oppose

1d. Re-elect Bob IgerIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments.

Vote Cast: Abstain

1e. Re-elect Andrea JungNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board. There areconcerns over the director’s potential aggregate time commitments.

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Vote Cast: Oppose

1f. Re-elect Art LevinsonNon-Executive Chairman. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.

Vote Cast: Oppose

1g. Re-elect Ron SugarIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments.

Vote Cast: Abstain

1h. Re-elect Sue WagnerNon-Executive Director. Not considered independent to be connected with a significant shareholder: Susan L. Wagner serves on the board of BlackRock, which owns6.76% of the Company’s outstanding share capital. There is insufficient independent representation on the Board.

Vote Cast: Oppose

2. Appoint the AuditorsEY proposed. Non-audit fees represented 13.98% of audit fees during the year under review and 12.72% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

3. Advisory Vote on Executive CompensationThe Company has submitted a proposal for shareholder ratification of its executive compensation policy and practices. The voting outcome for this resolution reflectsthe balance of opinion on the adequacy of disclosure, the balance of performance and reward and the terms of executive employment. The compensation rating is:BDC. Based on this rating, it is recommended that shareholders oppose.

Vote Cast: Oppose

NATURGY ENERGY GROUP SA AGM - 05-03-2019

7. Elect Scott StanleyNon-Executive Director. Not considered independent as he is the representative of GIP III Canary 1 S.à r.l., a significant shareholder of the Company. There isinsufficient independent representation on the Board.

Vote Cast: Oppose

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10. Approve Remuneration Policy for FY 2019-2021It is proposed to approve the remuneration policy with a binding vote. Variable remuneration does not seem to be consistently capped and as such there areexcessiveness concerns as the total potential variable remuneration may exceed 200% of the salary. In addition, the Company has not disclosed quantified targetsfor the performance criteria of its variable remuneration component, which may lead to overpayment against underperformance. There are claw back clauses in placeover the entirety of the variable remuneration, which is welcomed. Nevertheless, opposition is recommended based on potential excessive variable remuneration.

Vote Cast: Oppose

11. Approve New Long Term Incentive PlanThe Board proposes the approval of a new long-term incentive plan. Under the plan, Naturgy has set up an investment vehicle with an equity of EUR 100 million, whichwere matched via a loan, which the vehicle obtained on the market. With the resulting EUR 200 million, the vehicle bought at market price 8,639,595 shares between31 July and 7 November (average price of EUR 23.15 per share). The vehicle will then receive the dividends of those shares and will pay interests for the loan. Atthe end of the plan (July 2023), the vehicle will sell shares in the market up until the amount needed to repay the loan and return back the equity to Naturgy. Theremaining shares, if any, will be distributed among the participants in the plan. For the Executive Chair, incentive at target (central scenario) corresponds to 125% ofthe fixed remuneration of the year, times the number of years of expected duration of the LTIP (i.e. through July 2023). Although the incentive presented is consideredto be innovative for the market, and presents some features of simplicity which align executives with shareholders, the absence of caps raises excessiveness concerns(although in a long-term horizon) over the entire variable remuneration component. As such, opposition is recommended.

Vote Cast: Oppose

13. Approve the Remuneration ReportIt is proposed to approve the annual report on remuneration of Executive and Non-Executive directors with an advisory vote. There are excessiveness concerns asthe total variable remuneration exceeded 200% of the salary. In addition, the Company has not fully disclosed quantified targets against which the achievements andthe corresponding variable remuneration has been calculated. Although a common practice in this market as this is deemed to be sensitive information, it prevents anaccurate assessment and may lead to overpayment against underperformance. There are claw back clauses in place over the entirety of the variable remuneration,which is welcomed. However, opposition is recommended based on excessive remuneration.

Vote Cast: Oppose

ORSTED AS AGM - 05-03-2019

7.3. Re-elect Lene Skole as Deputy Chairman of the Board of DirectorsIndependent Vice-Chairman. However, there are concerns over the director’s potential aggregate time commitments. Therefore, an abstain vote is recommended.

Vote Cast: Abstain

7.4.C. Re-elect Peter KorsholmIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments. Therefore, an abstain vote is recommended.

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Vote Cast: Abstain

9. Appoint the AuditorsPwC proposed. Non-audit fees represented 90.91% of audit fees during the year under review and 129.03% on a three-year aggregate basis. This level of non-auditfees raises major concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor. On these grounds, opposition would usually be recommended. However,since opposition is not a valid voting option, abstention is recommended.

Vote Cast: Abstain

CARETECH HOLDINGS AGM - 05-03-2019

2. Approve the Remuneration ReportThere are significant concerns about the disclosure of the remuneration policy and structure. The contents are generic with the overall aim of setting an adequatepackage to attract, retain and motivate. The principal elements of remuneration for executive directors/executive management include: basic salary, bonus, benefits,healthcare insurance and pension contribution. No information is provided with regard to Annual Bonus limit, targets and link with Company strategy. Notice periods forExecutive directors do not raise concerns but details of termination payments and mitigation are not provided. Although variable pay for Executive directors for the yearunder review is not excessive (rewarded bonuses are less than 80% of Executive Director salaries), the limited disclosure makes it impossible to support the proposal.An oppose vote is therefore recommended.

Vote Cast: Oppose

7. Re-appoint Grant Thornton UK LLP as auditors of the CompanyGrant Thornton UK proposed. Non-audit fees represented 315.43% of audit fees during the year under review and 148.21% on a three-year aggregate basis. This levelof non-audit fees raises major concerns about the independence of the statutory auditor. In addition, the date of appointment of the current audit firm is undisclosed,meaning the length of tenure is not known. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose


Vote Cast: Oppose

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Vote Cast: Oppose

HILL-ROM HOLDINGS INC AGM - 06-03-2019

2. Advisory Vote on Executive CompensationDisclosure: D- There is good disclosure of targets related to long- and short-term incentives. The annual cash bonus is earned by achieving designated levels of freecash flow, revenue and adjusted EPS; payouts may also be adjusted for individual performance. There are concerns over the use of adjusted measures, as this doesnot permit an assessment of the challenging nature of performance targets. Long-term incentive grants are made up of 25% stock options, 25% restricted stock units(RSUs) and 50% performance atock units (PSUs).Balance: C- Payments made under the annual bonus plan represent under 200% of base salary, which is welcomed. The three year performance period related to thegrant of PSUs is not considered to be sufficiently long-term. Stock options have an annual vesting rate. There are concerns that performance measures attached tolong-term incentives duplicate those attached to other awards in the form of cash flow. Executive compensation is in-line with peer group averages, which is welcomed.It is noted that in 2018, Mr. Groetelaars received a one-time sign-on award comprised of USD 1,200,000 of stock options upon commencement of his employment tocompensate him for the bonus and unvested equity opportunities foregone at his previous employer upon joining Hill-Rom.Contract: B- The Company has double-trigger provisions in place, which is welcomed. There is no disclosure of a definition for ’good reason’ and ’clause’.

Vote Cast: Oppose


Vote Cast: Oppose

THE WALT DISNEY COMPANY AGM - 07-03-2019

1f. Re-elect Robert A. Iger.Chairman and CEO. Combined roles at the head of the Company. There should be a clear division of responsibilities at the head of the Company between the runningof the board and the executive responsibility for the running of the Company’s business. No one individual should have unfettered powers of decision. Combining thetwo roles in one person represents a concentration of power that is potentially detrimental to board balance, effective debate, and board appraisal.

Vote Cast: Oppose

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2. Appoint the Auditors PwC.PwC proposed. Non-audit fees represented 18.09% of audit fees during the year under review and 18.32% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

3. Advisory Vote on Executive CompensationThe Company has submitted a proposal for shareholder ratification of its executive compensation policy and practices. The voting outcome for this resolution reflectsthe balance of opinion on the adequacy of disclosure, the balance of performance and reward and the terms of executive employment. The compensation rating is:DDE. Based on this rating, it is recommended that shareholders oppose.

Vote Cast: Oppose

BEIJING ENTERPRISES WATER GROUP EGM - 07-03-2019

1. Approve CYPI Subscription Agreement, Issuance of CYPI Subscription Shares, Grant of CYPI Specific Mandate and Related TransactionsIt is proposed to approve the Subscription Agreement with China Yangtze Power International (Hongkong) Co., Limited dated 18 January 2019 in respect of the issueof a total of 470,649,436 (approximately 5.00% of the total number of issued Shares as at the date of the Subscription Agreements) new shares of the Company.Such proposals are considered on the basis of whether they are deemed fair, whether they have been adequately explained, and whether there is sufficient independentoversight of the recommended proposal. The circular contains sufficient details of the transaction, but there is insufficient independence on the Board. Although thedilution from the share issuance is within guidelines, it would be preferred that China Yangtze Power International (Hongkong) Co., Limited should buy the Companyshares in the market, instead of relying in an ad hoc issue, for cash, which additionally dilutes the holdings of existing shareholders. On this basis, opposition isrecommended.

Vote Cast: Oppose

2. Approve BEECL Subscription Agreement, Issuance of BEECL Subscription Shares, Grant of BEECL Specific Mandate and Related TransactionsIt is proposed to approve the Subscription Agreement with Beijing Enterprises Environmental Construction Limited (BEECL), being a controlling shareholder of theCompany dated 18 January 2019 in respect of the issue of a total of 127,747,714 (approximately 1.36% of the total number of issued Shares as at the date of BEECLSubscription Agreement) new shares of the Company.Such proposals are considered on the basis of whether they are deemed fair, whether they have been adequately explained, and whether there is sufficient independentoversight of the recommended proposal. The circular contains sufficient details of the transaction, but there is insufficient independence on the Board. Although thedilution from the share issuance is within guidelines, it would be preferred that the controlling shareholder should buy Company shares in the market, instead of relyingin an ad hoc issue, for cash, which additionally dilutes the holdings of existing shareholders. On this basis, opposition is recommended.

Vote Cast: Oppose

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APPLIED MATERIALS INC AGM - 07-03-2019

5. Transact Any Other BusinessShareholders should receive sufficient notice of proposals brought forward by either management or other shareholders. As such, any other proposition brought forwardin the meeting would provide insufficient time for an informed assessment. Opposition is recommended.

Vote Cast: Oppose

2. Advisory Vote on Executive CompensationThe Company has submitted a proposal for shareholder ratification of its executive compensation policy and practices. The voting outcome for this resolution reflectsthe balance of opinion on the adequacy of disclosure, the balance of performance and reward and the terms of executive employment. The compensation rating is:EDC. Based on this rating, it is recommended that shareholders oppose.

Vote Cast: Oppose

3. Appoint the AuditorsKPMG proposed. Non-audit fees represented 9.47% of audit fees during the year under review and 4.04% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

4. Shareholder Resolution: Written ConsentAction by written consent would circumvent the important deliberative process of a shareholder meeting. While it is considered that the Board should remain accountableto its shareholders; regardless of the method of communication chosen; there are concerns that using written consent could lead to minority shareholders losing theability to have their say on matters affecting the company. On this basis it is advised to oppose. Proposed by: Kenneth SteinerShareholders request that the board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimumnumber of votes that would be necessary to authorise the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This writtenconsent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act by written consent consistent with applicable law. Thisincludes shareholder ability to initiate any topic for written consent consistent with applicable law.Proponent’s Supporting Argument: The Proponent argues that taking action by written consent in lieu of a meeting is a means shareholders can use to raiseimportant matters outside the normal annual meeting cycle. A shareholder right to act by written consent and to call a special meeting are two complimentary ways tobring an important matter to the attention of both management and shareholders outside the annual meeting cycle. Taking action by written consent saves the expenseof holding a special shareholder meeting.Board’s Opposing Argument: The Board is against this proposal and has determined that support for this shareholder proposal is unwarranted, and further believesthat this written consent proposal would unfairly enable holders to circumvent the protections, procedural safeguards and advantages provided to all shareholdersthrough the Company’s existing shareholder meeting process in a way that may be detrimental to shareholders.PIRC Analysis: Action by written consent would circumvent the important deliberative process of a shareholder meeting. As a result; up to 49% of the Company’sshareholders could be prevented from voting; or even receiving accurate and complete information; on important pending actions. While it is considered that the Boardshould remain accountable to its shareholders, regardless of the method of communication chosen, there are concerns that using written consent could lead to minority

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shareholders losing the ability to have their say on matters affecting the company. On this basis shareholders are advised to oppose.

Vote Cast: Oppose

1j. Re-elect Dennis D. PowellNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.

Vote Cast: Oppose

1g. Re- elect Alexander A. KarsnerNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.

Vote Cast: Oppose

1f. Re- elect Thomas J. IannottiNon-Executive Chairman. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.

Vote Cast: Oppose

1e. Re -elect Stephen R. ForrestNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.

Vote Cast: Oppose

1c. Re-elect Aart J. de GeusNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.

Vote Cast: Oppose

1b. Re- elect Xum (Eric) ChenNon-Executive Director. Not considered independent owing to an aggregate tenure of over nine years as he served on the board of Varian Semiconductor EquipmentAssociates, Inc. from 2004 until its acquisition by the Company in 2011. There is insufficient independent representation on the Board.

Vote Cast: Oppose

WARTSILA OYJ ABP AGM - 07-03-2019

11. Approve Remuneration Policy.It is proposed to approve the remuneration policy with a binding vote. Variable remuneration does not seem to be consistently capped and as such there are

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excessiveness concerns as the total potential variable remuneration may exceed 200% of the salary. In addition, the Company has not disclosed quantified targets forthe performance criteria of its variable remuneration component, which may lead to overpayment against underperformance. There are no claw back clauses in placeover the entirety of the variable remuneration, which is not considered best practice. On these bases, opposition is recommended.

Vote Cast: Oppose

13. Elect the Board.Proposal to renew the Board with a bundled election. Re-elect Maarit Aarni-Sirviö, Kaj-Gustaf Bergh, Karin Falk, Johan Forssell, Tom Johnstone (proposed as DeputyChairman), Mikael Lilius (proposed as Chairman), Risto Murto and Markus Rauramo as Directors. There is insufficient independent representation on the Board afterthe meeting as resulting from this slate of candidates, opposition is recommended.

Vote Cast: Oppose

16. Authorise Share RepurchaseIt is proposed to authorise the Board to purchase Company’s shares until next AGM. This resolution will not be supported unless the Board has set forth a clear, cogentand compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, an oppose vote isrecommended.

Vote Cast: Oppose

SINOPHARM GROUP CO EGM - 08-03-2019

1. Elect Guan XiaohuiNon-Executive Director and member of the Audit Committee. Not considered to be independent as the Director is connected to Fosun Pharmaceutical, a substantialshareholder. It is considered that the Audit Committee should consist entirely of independent directors. Due to the insufficient independent representation on the AuditCommittee, and regardless to the independent representation of the whole Board, opposition is recommended.

Vote Cast: Oppose

MAPFRE AGM - 08-03-2019

6. Re-elect Luis Hernando de Larramendi Martinez as DirectorNon-Executive Director. Not considered independent he was elected in representation of Cartera Mapfre, the parent of Fundacion Mapfre, which is the controllingshareholder. In addition, he has served on the Board for more than nine years. There is insufficient independent representation on the Board. Opposition isrecommended.

Vote Cast: Oppose

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7. Reelect Antonio Miguel-Romero de Olano as DirectorNon-Executive Director. Not considered independent as he represent Cartera Mapfre the parent of Fundacion Mapfre, which is a major shareholder.In addition theDirector is member of the board for more than 9 years.There is insufficient independent representation on the Board. Opposition is recommended.

Vote Cast: Oppose

8. Reelect Alfonso Rebuelta Badias as DirectorNon-Executive Director. Not considered independent as he represents Cartera Mapfre, the parent of Fundacion Mapfre, which is the controlling shareholder. Inaddition, he has served on the Board for more than nine years. There is insufficient independent representation on the Board. Opposition is recommended.

Vote Cast: Oppose

13. Approve Remuneration PolicyIt is proposed to approve the remuneration policy. Variable remuneration appears to be consistently capped, and the payout is in line with best practice. There are clawback clauses in place over the entirety of the variable remuneration, which is welcomed. However, the Company has not disclosed quantified targets or performancecriteria for its variable remuneration component, which may lead to overpayment against underperformance. On balance, abstention is recommended.

Vote Cast: Abstain

14. Approve the Remuneration ReportIt is proposed to approve the annual report on remuneration of Executive and Non-Executive Directors with an advisory vote. The Company discloses all elements ofremuneration for Executives and Non-Executives. The payout is in line with best practice, being under 200% of the fixed salary. There are claw back clauses in placeover the entirety of the variable remuneration, which is welcomed. However, the Company has not fully disclosed quantified targets against which the achievementsand the corresponding variable remuneration has been calculated. Although a common practice in this market as this is deemed to be sensitive information, it preventsan accurate assessment and may lead to overpayment against underperformance. On balance, abstention is recommended.

Vote Cast: Abstain

BANCO BRADESCO CLASS - 11-03-2019

1.2. Elect Walter Luis Bernardes Albertoni as Fiscal Council Member and Reginaldo Ferreira Alexandre as Alternate Appointed by Preferred ShareholderProposed by Aberdeen Asset Management PLC. In terms of good governance, it is considered that all of the candidates to the Fiscal Board should be independent. Itis welcomed that the Company has submitted individual proposals for the candidates to the Fiscal Board. The candidates are considered to be independent. However,there are time commitment concerns, as both of them are members or alternate on a number of listed companies in Brazil. On this basis, abstention is recommended.

Vote Cast: Abstain

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QUALCOMM INCORPORATED AGM - 12-03-2019

2. Appoint the AuditorsPwC LLP proposed. Non-audit fees represented 10.36% of audit fees during the year under review and 10.83% on a three-year aggregate basis. This level ofnon-audit fees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. Thereare concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

3. Advisory Vote on Executive CompensationThe Company has submitted a proposal for shareholder ratification of its executive compensation policy and practices. The voting outcome for this resolution reflectsthe balance of opinion on the adequacy of disclosure, the balance of performance and reward and the terms of executive employment. The compensation rating is:DED. Based on this rating, it is recommended that shareholders oppose. It is noted that this proposal received 14.23% votes in opposition at the AGM prior.

Vote Cast: Oppose

1.e. Re-elect Harish ManwaniIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments.

Vote Cast: Abstain

CIA SANEAMENTO BASICO ESTADO SAO PAULO EGM - 12-03-2019

1. Elect Monica Ferreira do Amaral Porto as DirectorNon-Executive Director. Not considered independent as the director is considered to be connected with a significant shareholder: the Sao Paulo Government, whereshe is member of the Management Board of Infrastructure and Public Works. There is insufficient independent representation on the Board.

Vote Cast: Oppose

3. Percentage of Votes to Be Assigned - Elect Monica Ferreira do Amaral Porto as DirectorIn case neither class of shares reaches the minimum quorum to elect a board representative in separate elections, it is proposed to elect the candidate from mostvotes to represent both classes. As there are no guarantees that the elected director would increase the independence representation of the Board, abstention isrecommended.

Vote Cast: Abstain

5. Dismiss Rogerio Ceron de Oliveira as DirectorThere is lack of disclosure regarding the reasons behind Mr. de Oliveira’s dismissal. As such, shareholders are prevented from making an informed assessment.

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Vote Cast: Abstain

CARLSBERG AS AGM - 13-03-2019

5.A. Elect Flemming BesenbacherNon-Executive Chairman. Not considered independent as the director is connected to the Carlsberg foundation, the majority shareholder. There is insufficientindependent representation on the Board. As opposition is not a valid vote option for this resolution, abstention is recommended.

Vote Cast: Abstain

5.B. Elect Carl BacheNon-Executive Director. Not considered independent as the director is connected to the Carlsberg Foundation, the majority shareholder. There is insufficientindependent representation on the Board. As opposition is not a valid vote option for this resolution, abstention is recommended.

Vote Cast: Abstain

5.D. Elect Richard BurrowsNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board. As oppositionis not a valid vote option for this resolution, abstention is recommended.

Vote Cast: Abstain

5.E. Elect Soren-Peter Fuchs OlesenNon-Executive Director. Not considered independent as the director is connected to the Carlsberg Foundation, the majority shareholder. There is insufficientindependent representation on the Board. As opposition is not a valid vote option for this resolution, abstention is recommended.

Vote Cast: Abstain

5.F. Elect Lars StemmerikNon-Executive Director. Not considered independent as the director is connected to the Carlsberg Foundation, the majority shareholder. There is insufficientindependent representation on the Board. As opposition is not a valid vote option for this resolution, abstention is recommended.

Vote Cast: Abstain

5.J. Elect Majken SchultzNon-Executive Director. Not considered independent as the director is connected to the Carlsberg Foundation, the majority shareholder. There is insufficientindependent representation on the Board. As opposition is not a valid vote option for this resolution, abstention is recommended.

Vote Cast: Abstain

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CORPORACION INMOBILIARIA VESTA SAB DE CV AGM - 13-03-2019


Vote Cast: Oppose

PANDORA AS AGM - 13-03-2019

5.2. Re-elect Christian FrigastIndependent Non-Executive Director. There are concerns over the director’s potential aggregate time commitments. Therefore, an abstain vote is recommended.

Vote Cast: Abstain

6. Appoint the AuditorsEY proposed. Non-audit fees represented 22.22% of audit fees during the year under review and 52.00% on a three-year aggregate basis. This level of non-audit feesraises major concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There are concerns that failureto regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Abstain

8.2. Adopt New Article 8.3 of AssociationProposal to amend the Bylaws so that company announcements may be prepared in English if decided by the Board of Directors. This proposal would increasedisclosure for non-Danish investors, which is welcomed. However, it would be reasonable to expect that filings be available also in the local language. Abstention isrecommended.

Vote Cast: Abstain

8.3. Adopt New Articles of AssociationProposal to amend the Bylaws so that Annual Report and interim reports may be prepared in English if decided by the Board of Directors. This proposal would increasedisclosure for non-Danish investors, which is welcomed. However, it would be reasonable to expect that filings be available also in the local language. Abstention isrecommended.

Vote Cast: Abstain

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8.4. Authorise Share RepurchaseIt is proposed to authorise the Board to purchase Company’s shares until next AGM. This resolution will not be supported unless the Board has set forth a clear, cogentand compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, an oppose vote isrecommended.

Vote Cast: Oppose

SAVANNAH PETROLEUM PLC EGM - 14-03-2019

4. Issue Shares for CashThe authority sought exceeds the recommended 5% maximum of the Company’s issued share capital and expires at the next AGM. An oppose vote is recommended.

Vote Cast: Oppose

STORA ENSO OYJ AGM - 14-03-2019

14. Appoint the AuditorsPwC proposed as new auditor. Auditor rotation is considered a positive factor. Non-audit fees represented 25.00% of audit fees during the year under review and25.00% on a three-year aggregate basis. This level of non-audit fees raises some concerns about the independence of the statutory auditor. Therefore, on balance,abstain is recommended.

Vote Cast: Abstain

16. Reissue of Shares with Pre-emption Rights DisappliedIt is proposed to give authority to issue new shares or redistribute the shares repurchased under the authority submitted in the previous resolution. The Board willmaintain full discretion over the use and destination of repurchased shares. The authority is valid up to next AGM. This is of concern as the Board could use thisauthority as an anti-takeover device or for an inappropriate form of compensation without further shareholder approval. On this basis, opposition is recommended.

Vote Cast: Oppose

BENCHMARK HOLDINGS PLC AGM - 14-03-2019

2. Approve the Remuneration ReportThere are no significant concerns over the value of the payments made to the directors during the year. No LTIP was rewarded and the bonus paid to ExecutiveDirectors is estimated to be approximately 65% of salary. The Company does not use any LTIP, which is welcomed, although the policy allows it. However, the overalldisclosure could improve as there is no information provided with regard to performance targets for the annual bonus. Furthermore, in lieu of a cash bonus shareoptions, which vest over three years, will be granted following publication of the annual results, in accordance with the Company’s share plan rules. Malcolm Pye will

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be granted 500,000 options and Mark Plampin will receive 400,000 options. The incoming Chief Scientific Officer, Alex Raeber, will receive 400,000 options marketvalue share options in part as consideration for what he has forgone from his previousemployer. Although the exact value of these awards cannot be determined untilthe date of grant, the Company has not provided any estimates. Furthermore, the level of performance that merited the number of options has not been disclosed. Dueto the concerns raised, an oppose vote is recommended.

Vote Cast: Oppose

3. To re-appoint the Auditors: KPMG LLPKPMG proposed. No non-audit fees were paid during the year under review, and non-audit fees represented 78.96% of audit fees on a three-year aggregate basis.This level of non-audit fees raises major concerns about the independence of the statutory auditor.

Vote Cast: Oppose

8. Issue Shares with Pre-emption RightsThe authority is limited to one third of the Company’s issued share capital. This cap can increase to two-third of the issued share capital if shares are issued in connectionwith an offer by way of a rights issue. This authority expires at the next AGM. All directors are not standing for annual re-election and there is no commitment from allthe directors to stand for re-election in case this additional authority is used. In the absence of such commitment, an abstain vote is recommended.

Vote Cast: Abstain


Vote Cast: Oppose


Vote Cast: Oppose

BANCO BILBAO VIZCAYA ARGENTARIA SA (BBVA) AGM - 14-03-2019

2.1. Re-elect Carlos Torres VilaExecutive Chairman. It is a generally accepted norm of good practice that the Chairman of the Board should act with a proper degree of independence from the

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Company’s management team when exercising his oversight of the functioning of the Board. In addition, the company seems to fail the gender quota on the Board ofDirectors recommended by the Spanish Law on Gender Equality. As the Chairman of the Nomination committee is not for re-election, a oppose vote is recommended.

Vote Cast: Oppose

1.2. Approve Non-Financial StatementsDisclosure is not adequate. The non-financial statements were made available sufficiently before the meeting and have been audited and certified. However, there areserious concerns over the Company’s sustainability policies and practice. As there are no directors up for election at this meeting, who could be held accountable forthe Company’s sustainability programme, an oppose vote is recommended on the non-financial statements.

Vote Cast: Oppose

3. Approve Remuneration PolicyIt is proposed to approve the remuneration policy. Variable remuneration appears to be consistently capped, and the payout is in line with best practice. There are clawback clauses in place over the entirety of the variable remuneration, which is welcomed. The Company has disclosed past achievements, but has not fully quantifiedfuture targets. Abstention is recommended.

Vote Cast: Abstain

6. Approve the Remuneration ReportIt is proposed to approve the annual report on remuneration of Executive and Non-Executive Directors with an advisory vote. The Company discloses all elements ofremuneration for Executives and Non-Executives. The payout is in line with best practice, being under 200% of the fixed salary. There are claw back clauses in placeover the entirety of the variable remuneration, which is welcomed. While the Company has disclosed the key performance indicators, the targets are not fully quantified,and use adjusted metrics to calculate the variable remuneration, which is considered to be against best practices. On balance, abstention is recommended.

Vote Cast: Abstain

DSV A/S AGM - 15-03-2019

2. Approve Financial StatementsDisclosure is adequate. The financial statements were made available sufficiently before the meeting and have been audited and certified. However, given that theCompany’s sustainability policies and practice are not considered to be adequate in order to minimize material risks linked to sustainability, and there are no directorsup for election at this meeting, who could be held accountable for the Company’s sustainability programme, an abstain vote is recommended on the Annual Report.

Vote Cast: Abstain

5.1. Reelect Kurt Larsen as DirectorNon-Executive Chairman, Chairman of the Nomination Committee. Not considered to be independent as he previously served as CEO of the Company until 2008.Section 139a(1) of the Danish Companies Act, or Selskabsloven, defines gender balance as a 40%/60% split. At this time gender diversity on the Board is at a

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lower level. Although there are no legal requirements or sanctions (beyond outlining diversity policy and targets, which the Company has done) it is considered thatcompanies should go beyond minimum regulatory requirements on issues such as diversity. In particular, in this case it is considered that the Chair of the NominationCommittee should have coordinated recruitment with an enhanced focus on diversity, in order for the Company to reflect what is considered to be a balanced genderrepresentation in the Selskabsloven. On this basis, opposition is recommended. However, as opposition is not a valid voting option, abstention is recommended.

Vote Cast: Abstain

5.2. Reelect Annette Sadolin as DirectorNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board and oppositionis recommended. However, as opposition is not a valid voting option, abstention is recommended.

Vote Cast: Abstain

5.5. Reelect Robert Steen Kledal as DirectorNon-Executive Director. Not considered independent as the director was CEO and from 2018 is Chairman of the Board of Directors of Wrist Ship Supply A/S, whereDSV’s Chairman Mr. Larsen is Board member. This board interlock may potentially hinder Mr. Kledal’s ability to act independently and assess objectively managementand strategy. There is insufficient independent representation on the Board. Based on this opposition is recommended. However, as opposition is not a valid votingoption, abstention is recommended.

Vote Cast: Abstain

5.6. Reelect Jorgen Moller as DirectorNon-Executive Director. Not considered independent as he previously served as CEO of DSV Air & Sea Holding A/S of the Company until 2015. There is insufficientindependent representation on the Board. Based on this opposition is recommended. However, as opposition is not a valid voting option, abstention is recommended.

Vote Cast: Abstain

5.7. Elect Malou Aamund as New DirectorIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments. Abstention is recommended.

Vote Cast: Abstain

7.2. Authorize Share Repurchase ProgramIt is proposed to authorise the Board to purchase Company’s shares forn a new five year period. The Board of Directors will asquire treasury shares of nominal valueup to DKK 18,600,000 corresponding to 10% of the Companys share capital. This resolution will not be supported unless the Board has set forth a clear, cogentand compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, an oppose vote isrecommended.

Vote Cast: Oppose

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7.3. Approve Remuneration PolicyIt is proposed to approve the remuneration policy with a binding vote. Variable remuneration does not seem to be consistently capped and as such there areexcessiveness concerns as the total potential variable remuneration may exceed 200% of the salary. In addition, the Company has not disclosed quantified targetsfor the performance criteria of its variable remuneration component, which may lead to overpayment against underperformance. There are claw back clauses in placeover the entirety of the variable remuneration, which is welcomed. Nevertheless, opposition is recommended based on potential excessive variable remuneration.

Vote Cast: Oppose

GEELY AUTOMOBILE HLDGS LTD EGM - 15-03-2019

1. Approve Renewal of Volvo Financing Arrangements, Annual Caps and Related TransactionsIt is proposed to ratify and confirm the renewal of the Volvo Financing Arrangements, including the respective annual caps under the Volvo Volvo Finance CooperationAgreements (as defined in the Circular) for each of the three financial years ending 31 December 2021. Under the original proposal the maximum new financingamounts to be provided by Genius AFC to the Volvo Dealers under the original proposed annual caps for the year ending 31 December 2019, 2020, 2021 wereproposed to be RMB 22.3 billion. RMB 27.2 billion and RMB 30.2 billion respectively and the maximum financing provided from Genius AFC to Volvo Retail Costumerswere proposed to be respectively RMB 11.6 billion, RMB 14.2 billion and RMB 15.7 billion. The revised proposal set the new financing amounts to be RMB 11.1 billion,RMB 13.6 billion and RMB 15.1 billion for the years ending in 31 December 2019, 2020 and 2021. Genius AFC will provide to Volvo Retail Costumers the maximumup to RMB 7.7 billion, RMB 9.4 billion and RMB 12.0 billion respectively.Such proposals are considered on the basis of whether they are deemed fair, whether they have been adequately explained, and whether there is sufficient independentoversight of the recommended proposal. The circular contains sufficient details of the transaction,the Independent Board Committee and the Independent FinancialAdviser both consider the proposed agreements are fair and reasonable and in the interest of shareholders. Support is recommended

Vote Cast: Abstain

LG CHEMICAL LTD AGM - 15-03-2019

1. Approve Financial StatementsThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

2. Approval of Partial Amendment to Articles of IncorporationThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

3.1. Elect Shin Hak Chul as an Inside DirectorChief Executive. There are concerns over the director’s potential aggregate time commitments.

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Vote Cast: Abstain

5. Approval of Limit of Remuneration for DirectorsThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

TRYG AS AGM - 15-03-2019

6a1. Issue Shares for CashIt is proposed to extend the existing authorisation of Article 8 and Article 9 of the Company’s Articles of Association until 15th March 2024. This authorises theSupervisory Board to increase the Company’s share capital by one or more issues without pre-emption rights upto a nominal value of DKK 151,000,000 correspondingto approximately 10% of the nominal share capital. The authority is for up to 10% of the current share capital however the duration of the authority exceeds 12 months.It is considered that shareholders should have the occasion to vote on such resolutions annually.

Vote Cast: Oppose

6a2. Issue Shares for CashIt is proposed to extend the existing authorisation of Article 9 of the Company’s Articles of Association until 15th March 2024. This authorises the Supervisory Board toincrease the Company’s share capital by one or more issues without pre-emption rights upto a nominal value of DKK 151,000,000. This corresponds to approximately10% of the nominal share capital. The express purpose of this authority is to offer shares to employees of the Company or its’ subsidaries. The shares may be issuedat a price fixed by the Supervisory Board. The resolutions simply states that the issue price is fixed at the Board’s discretion, and that this may be lower than the marketprice.The authority is for up to 10% of the current share capital however the Supervisory Board has the discretion to issue shares at a discount which is not expressly limitedand therefore may exceed 10% of the market price. In addition the duration of the authority exceeds 12 months, it is considered that shareholders should have theoccasion to vote on such resolutions annually.

Vote Cast: Oppose

6b. Authorise Share RepurchaseIt is proposed to extend the existing authorisation to allow the Board to purchase the Company’s shares until 31 December 2020. This resolution will not be supportedunless the Board has set forth a clear, cogent and compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification wasprovided by the Board, an oppose vote is recommended.

Vote Cast: Oppose

6c. Approve Remuneration PolicyIt is proposed to approve the remuneration policy. Variable remuneration appears to be consistently capped, and the payout is in line with best practice. There

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are claw back clauses in place over the entirety of the variable remuneration, which is welcomed. However, the Company has not disclosed quantified targetsor performance criteria for its variable remuneration component, which may lead to overpayment against underperformance. In connection with entering into anemployment agreement, an agreement for a sign-on bonus may be entered into this is capped at a maximum of 50% of the fixed basic salary. This is consideredinappropriate and can lead to excessive recruitment awards. Discretionary one-off remuneration may be paid to the Executive Board or other employees. Thesediscretionary payment raises concerns that the Committee will have considerable flexibility in the payout of discretionary awards. Resulting in awards may not besubject to robust enough performance targets, and be insufficiently challenging. As a result an oppose vote is recommended.

Vote Cast: Oppose

8. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 666.67% of audit fees during the year under review and 277.78% on a three-year aggregate basis. This level ofnon-audit fees raises major concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There areconcerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Abstain

LG UPLUS CORP AGM - 15-03-2019

1. Approve Financial Statements and Allocation of IncomeIt was not possible to secure sufficient information in English from the Company to enable delivery of an informed report. Reports are provided for companies whichprovide adequate and timely disclosure of materials in English which explain the meeting agenda. Best efforts have been made to obtain such disclosures for thismeeting but have not been successful. Unless sufficient information becomes available subsequent to the issuance of these recommendations, it is advised not tosupport the proposals.

Vote Cast: Oppose

2.1. Amend Articles (Addition of Business Objectives)There is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

2.2. Amend Articles (Addition of Business Objectives)There is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

2.3. Amend Articles (Electronic Registration of Certificates)There is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

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Vote Cast: Abstain

2.4. Amend Articles (Appointment of External Auditor)There is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

3.1. Elect Lee Hyeok-ju as Inside DirectorIndependent Non-Executive Director. After this meeting, there will be no female directors on the Board, and the Company has not disclosed gender diversity targets.Regardless of the level of independence, it is considered that it is the responsibility of the most senior Board members, and members of the Nomination Committee, toensure that there is adequate gender diversity on the Board. Although there are no specific legal requirements or recommendations in this market, it is considered thatcompanies should not rely on minimum standards, but aim to best practice, including in gender diversity. Opposition is recommended.

Vote Cast: Oppose

4. Approve the Remuneration ReportThere is insufficient disclosure of meeting materials in a timely manner to provide an informed vote. Support cannot be recommended.

Vote Cast: Abstain

THK CO LTD AGM - 16-03-2019

2.1. Elect Teramachi AkihiroPresident, from major shareholder, Representative Director. After this meeting, there will be no female directors on the Board. Regardless of the level of independence,it is considered that it is the responsibility of the most senior Board members to ensure that there is adequate gender diversity on the Board. Although there areno specific legal requirements or recommendations in this market, it is considered that companies should not rely on minimum standards, but aim to best practice,including in gender diversity.

Vote Cast: Oppose

DANSKE BANK AS AGM - 18-03-2019

2. Accept Financial Statements and Statutory ReportsDisclosure is adequate. The financial statements were made available sufficiently before the meeting and have been audited and certified. The Company’s Sustainabilityprogramme is considered to be adequate in order to minimize the impact from material non-financial risks and aiming at better performance.The Company clarified that contingencies and liabilities from the case of the Estonian subsidiary have been discussed in detail within the board and with the externalauditor. As soon as there will be any contingency or liability, the company will disclose them and input them in the accounts. However, at this time, due to the actualimpossibility to predict liabilities from the ongoing investigation into the money laundering scheme (the ‘Estonia case’), and due to the absence of a resolution where

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shareholders were asked to approve the discharge of the Board, it is recommended to abstain from this resolution, although at this time there is no evidence thataccounts be incorrect.

Vote Cast: Abstain

3. Approve the DividendThe Board proposes a dividend of DKK 8.5 per share. The dividend is covered by earnings. The Company stated that the local financial services authority has raisedup Pillar II capital requirements, and as such, liquidity for potential contingencies and liabilities has been set aside. Nevertheless, as a precautionary approach, it wouldbe considered reasonable if earnings for the year be carried forward, due to the impossibility to calculate how future contingencies and liabilities will impact the abilityof the Company to pay dividend. Abstention is recommended.

Vote Cast: Abstain

4.e. Reelect Carol Sergeant as DirectorIndependent Non-Executive Director. Although there are concerns over potential aggregate time commitments, this director has attended all Board and committeemeetings during the year under review. This director joined the board during the period to which the money-laundering scandal in Estonia referred. It is consideredthat while the director met their minimum legal obligations, directors should aim to meet corporate governance best practice standards. Due to the damage to theCompany’s reputation and financial losses to shareholders during the directors tenure, it is advised to oppose re-election by abstaining on this resolution.

Vote Cast: Abstain

5. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 30.00% of audit fees during the year under review and 47.27% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. Based on this abstention is recommended.

Vote Cast: Abstain


Vote Cast: Oppose

9. Approve Remuneration PolicyIt is proposed to approve the guidelines for the remuneration policy for Executive Management and Board. Variable remuneration appears to be consistently capped at200% of fixed salary including pension, and the pay-out is in line with best practice. There are claw back clauses in place over the entirety of the variable remuneration,which is welcomed. However, the Company has not disclosed quantified targets or performance criteria for its variable remuneration component, which may lead tooverpayment against underperformance. On balance, abstention is recommended.

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Vote Cast: Abstain

10.1. Shareholder Resolution: The General Meeting Expresses Mistrust in Certain Members of the Audit Committee, Risk Committee and Executive BoardShareholder Bent Bernhard Gabelgaard, proposes that the general meeting expresses mistrust in the persons who were members of Danske Bank’s Audit Committeeand Risk Committee during the period from 1 January 2012 to 1 January 2018 as well as the members of Danske Bank’s Executive Board who were aware of theEstonia money laundering case during the same period. The Company states that on 19 September 2018, Ole Spiermann, presented the results and conclusionsof the investigation regarding the accountability of the CEO and Audit Committee, the Risk Committee and the Chairman of the Board of Directors. The Companyis of the opinion that the conclusions of the investigations provide no basis for expressing mistrust in members of Danske Bank’s Board of Directors, the AuditCommittee, the Risk Committee or the Executive Board. The investigation may have shown that the members of the Audit Committee or the Board lived up to theirlegal responsibilities, but the audit committee was not able to detect the money laundering scheme. The whistleblowing system also failed to highlight any issues from2007 to 2015, suggesting a failure of employees to use the reporting apparatus, or an unwillingness of management to take reports seriously. This may indicate thatthe Directors of the Board at the time of the scandal were unable to uphold the desired Company culture. This led to damage not only to the reputation of the companybut also financial losses for shareholders. This is considered to be an indication of less than sufficient performance by the Board of Director and the Audit Committee.Based on this, an abstention vote is recommended.

Vote Cast: Abstain

10.4. Shareholder Resolution: Instructs Board to Account for the Estonian Branch’s Non-Resident Banking PolicyShareholder Bent Bernhard Gabelgaard proposes the Board of Directors should account for how risks associated with the Estonian branch’s non-resident bankingpolicy could disappear. The account should cover (1) Danske Bank’s acquisition of Sampo Bank, including due diligence, (2) the Danish Financial SupervisoryAuthority’s inquiries in 2007, 2012 and 2013 and (3) Danske Bank’s investigation into the transactions at the branch in Estonia. The Company replied based on theinvestigation and the conclusions of it presented by Ole Spierman on 19/09/2018. More specific issues relating to Estonia the Company had closed the portfolio of thenon-residents in 2015, the Bank will serve only subsidiaries of Nordic customers and international customers with a solid Nordic footprint. The three specific issuesraised have already been raised and disclosed in Ole Spierman’s investigation. As the resolution is calling for the disclosure of information that is already disclosed,opposition is recommended

Vote Cast: Oppose

11. Shareholder Resolution: Insert Phrase in the Corporate Covernance Report Regarding the Adoption of an Explicit Policy on Danske Bank’s Relationship withNational, EU and International Authorities and StakeholdersShareholder Kjell Nilsson proposes that the Board of Directors adopt the following formula on Danske relationship with national, EU and international authorities, the fullproposal is documented in the full analysis below. The proposal is based on the focus the Company must show in order to restore it reputation internally and externally.The Company already discloses what the proponent is requesting, that being that the company issues an explicit statement that it complies with Danish regulations.For this reason, opposition is recommended.

Vote Cast: Oppose

12. Shareholder Resolution:Conduct a Scrutiny Pursuant to Section 150 of the Danish Companies ActShareholder DRS Belgium SCRL proposes to appoint an independent auditor to investigate whether the members of the Board of Directors and the ExecutiveCommittee have violated their duties regarding:(i) the shareholders and (ii) the Bank in connection with the anti-money laundering activities perpetrated by the Estonian

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branch of the Bank between 2007 and 2015. As the company has already provided and disclosed the information the proponent is seeking, the resolution is consideredto be redundant. Opposition is recommended.

Vote Cast: Oppose

13.1. Shareholder Resolution: Amend Articles Re: Translation into Danish of the Annual ReportShareholder Gunnar Mikkelsen proposes the amendment of the article of association regarding the translation into Danish of the Annual report. The Company reply thatin 2014 the general meeting adopted the amendment of article 3.3 of the Articles of Association in order the annual report to prepared and submitted in English. TheCompany has prepared an English version of the Annual Report and has disclose a full Danish translation at the same time. The resolution is considered redundant,opposition is recommended.

Vote Cast: Oppose

13.2. Shareholder Resolution: Amend Articles Re: Communications with the AuthoritiesShareholder Gunnar Mikkelsen proposes that the following be inserted as a new article 20.3: ”The provision regulating the powers to sign for Danske Bank set out inarticle 20.1 from the Danish Financial Supervisory Authority or equivalent non-Danish supervisory authorities.” The Company replied that the Bank’s signing powersapply to any representation of Danske Bank in relation to the outside world, and there is therefore no need for a separate provision on answers to inquiries from specificauthorities. In addition the Company has established a unit at Group level which ensure transparency with various supervisory authorities. Based on this, opposition isrecommended.

Vote Cast: Oppose

13.3. Shareholder Resolution: Amend Articles Re: Limit Incentive Pay etc.Shareholder Gunnar Mikkelsen proposes that the following new provision added in the articles of association, the full article proposed is disclosed in the full analysisbelow. The Company reply that the performance-based remuneration is set out in the Remuneration Policy and adopted by the general meeting. Any deferral paymentand accrual award are set by the remuneration policy which also set the guidelines for the executives remuneration in accordance with the European legislation forfinancial institutions. The ability to limit and reclaim variable remuneration is considered to be a positive proposal, but it is considered that it should not be implementedby amendments on the Articles of Association. Based on this, opposition is recommended.

Vote Cast: Oppose

13.5. Shareholder Resolution: Remove Danske Bank’s Current External AuditorShareholder Gunnar Mikkelsen proposes that the general meeting decide to remove the external Auditor. The Company reply that Deloitte was elected by the generalmeeting in 2015 and the Board is satisfied by the services provided by the Audit firm. In addition the audit committee proposed the re-election of Deloitte for anotheryear. Based on the considerations about the Audit fees and the independence of the Auditor, since the Auditor is proposed for re-election, the shareholders could showtheir disapproval opposing the re-election of the Auditor. This proposal is considered redundant and for this reason opposition is recommended.

Vote Cast: Oppose

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13.6. Shareholder Resolution: The General Meeting Expresses Disapproval with Danske Bank’s Group Internal Audit Having Been Deprived of the Duty to ConductFinancial Audits and No Longer Issuing an Auditor’s Report on Danske Bank’s Financial StatementsShareholder Gunnar Mikkelsen proposes that the annual general meeting express it disapproval with the deprived from the Company’s Internal Audit the duty toconduct financial audit and the issuance of auditors report. The Company replied that the decision was taken in line with the international practise and for the purposethe Internal Audit to focus on the Group’s risk management, processes and controls. In addition the Company could benefit more from the international network ofexternal Auditors when the financial audit is fully external. There is no corporate governance concern. Based on this, opposition is recommended.

Vote Cast: Oppose

14.1. Shareholder Resolution: Recommend Board to Ensure that Real Active Ownership be Taken in Relation to Fossil Fuel Companies Working Against the Aim ofthe Paris AgreementShareholder Ole Schultz proposes that the general meeting recommends that the Board of Directors to ensure that the real ownership be taken in account for fossilfuel Companies which are against the Paris agreement. The Company replied that for the achievement of the goals of Paris agreement, works closely with the UN’sSustainable Development Goal 13 Climate Action as one of three strategic sustainability themes. Based on this, opposition is recommended.

Vote Cast: Oppose

14.2. Shareholder Resolution: Recommend Danske Bank to Sell Its Shares and Corporate Bonds in Fossil Fuel Companies which Do Not Adjust their Business Modelsto Achieve the Aim of the Paris Agreement by 2021Shareholder Ole Schultz proposes that the Company sell its shares and corporate bonds in fossil fuel companies which do not adjust to achieve the Paris Agreementtargets. The Company reply saying that recognizes the importance of the Paris Agreement and strongly supports and works with the UN’s Sustainable DevelopmentGoal 13 Climate Action. In addition the Company announced its support for the Task Force on Climate related Financial Disclosures, a series of recommendations forhow business can work with risks which are the result of climate change. In connection with lending to businesses, the Company has included its expectations for thebusinesses climate efforts, in its public position statements. Based on this, opposition is recommended.

Vote Cast: Oppose

14.3. Shareholder Resolution: Recommends Board to Work to Avoid Offering Investments and Pension Schemes which are Placed with Companies Working Againstthe Aim of the Paris AgreementShareholder Ole Schultz proposes that the general meeting recommends to the Board to avoid to work offering investments and pension schemes with Companies,which through their activities are against the Paris Agreement. The Company replied with the recognition of the importance of the Paris agreement and its support forthe Task Force on Climate related Financial Disclosures. In addition Danske Bank works actively to increase the volume of green loans in the portfolio, issue its owngreen bonds and help customers issue green bonds. Based on this, opposition is recommended.

Vote Cast: Oppose

14.4. Shareholder Resolution: Recommend that the Lending Policy Does Not Work Against the Aim of the Paris AgreementShareholder Ole Schultz proposes that the leadership of the Company not to work against the policy of the Paris Agreement. The Company has replied by affirming hersupport for the Paris Agreement through the UN’s Sustainable Development Goal 13 Climate Action and the Task Force on Climate related Financial Disclosures. Inaddition the Company has included its expectations for the businesses climate efforts in its published position statements. Based on this, opposition is recommended.

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Vote Cast: Oppose

15.1. Shareholder Resolution: Prepare a Plan for Splitting Up Danske BankShareholder Frank Aaen proposes that the Board of Directors prepare a plan for the Split of the Company. The plan include the splitting of the Company in two limitedliabilities Companies with their own general meeting and independent management. The split up will include all banking activities and will ensure that no Company willhave total assets in excess of 20% of Denmark’s GDP. The Company has responded stating that the split will not benefit the society , the customers or the shareholders.The size of the Bank helps it to meet, for instance, the financial needs of large Danish businesses and asset managers. In addition the universal business model helpsthe Company to be resilient and flexible in the case of financial crisis. In addition the proponent doesn’t clarify how shareholders will benefit by a split of the Company.Based on this, opposition is recommended.

Vote Cast: Oppose

15.2. Shareholder Resolution: Limit Fees and Other Income from Danske Bank’s CustomersShareholder Frank Aaen proposes that in the future a return on equity in excess of 7% must lead to a reduction in fees and interest income so that the consumerssee an advantage. The Company reply by stating that their policy is to be competitive by offering attractive products and prices to customers while at the same timedelivering to the shareholders a return matching that delivered by other comparable businesses. By limiting the return on equity Danske may be unable to compete inequals terms with other rivals. In addition there is not a clear benefit for the shareholders by the reduction of the fees or the interest income. Based on this, oppositionis recommended.

Vote Cast: Oppose

15.3. Shareholder Resolution:Set Upper Limit on the Remuneration of ManagementShareholder Frank Aaen proposes that the Executive Board members not to receive remuneration in excess of eight times the average salary of Danske workers. TheCompany reply that is recognizes that the remuneration for the executives shouldn’t be disproportionate to the general salary of the employees. The remunerationpolicy for the Executives should also be attractable for the Company to be able to recruit talented Executives. In addition the Company consulted the employees whensetting the executive pay. Based on this, opposition is recommended.

Vote Cast: Oppose

DISTRIBUIDORA INTERNACIONAL de ALIMENTACION AGM - 19-03-2019

1.4. Discharge the BoardApproval is sought to release the members of the Board regarding their activities in the Financial Year under review. No serious governance concerns have beenidentified. However, due to the Company’s financial performance and the incurring of losses in the year under review, it is advised to abstain the discharge as aprecautionary measure, until the company has recovered.

Vote Cast: Abstain

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4.1. Re-appoint the Auditors: KPMG Auditores, S.L.KPMG proposed as auditor for an additional year. Non-audit fees represented 4.65% of audit fees during the year under review and 17.75% on a three-year aggregatebasis. This level of non-audit fees does not raise serious concerns about the independence of the statutory auditor. However, the current auditor has been in place formore than ten years.

Vote Cast: Oppose

5.2. Reduce Share CapitalProposal to reduce the nominal value of shares from a current, par value is of EUR 0.10, to EUR 0.01, to and amend the Articles accordingly. Par value is mostlyrelevant in occasion of the IPO and its reduction has no consequences on holdings. However, as the reduction in par value may have an impact on the conditions ofthe vouluntary tender offer made by L1R Invest1 Holdings S.a.r.l, opposition is recommended.

Vote Cast: Oppose

6.1. Approve Authority to Increase Authorised Share CapitalThe Board requests shareholder authorization to increase share capital by up to EUR 600,000,000, with pre-emptive rights. The increase is roughly above 50% ofthe existing share capital, a substantial dilution which is considered to have a negative effect on shareholders. Additionally, the issue price appears to be at thediscretion of the Board. Due to dilution concerns, it is not considered to be in the best interest of shareholders for the share capital increase to go ahead. Opposition isrecommended.

Vote Cast: Oppose

6.2. Approve Authority to Combine Capital IncreasesThe Board requests shareholder authorization to increase share capital, with or without pre-emptive rights up to 50% of the share capital. Spanish law allows boardsto increase share capital by up to one-half of the current share capital, without pre-emptive rights during the five year period following approval by shareholders. It isconsidered appropriate for shareholders to have the opportunity to vote on such resolutions on an annual basis. Opposition is recommended.

Vote Cast: Oppose

8. Approve the Remuneration ReportIt is proposed to approve the implementation of the remuneration report. There are concerns regarding excess as the total variable remuneration exceeded 200% ofthe salary. The Company has not fully disclosed quantified targets against which the achievements and the corresponding variable remuneration has been calculated.Although a common practice in this market as this is deemed to be sensitive information, it prevents an accurate assessment and may lead to overpayment againstunderperformance. There are claw back clauses in place over the entirety of the variable remuneration, which is welcomed. However, opposition is recommendedbased on excessive remuneration.

Vote Cast: Oppose

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SURESERVE PLC AGM - 19-03-2019

1. Receive the Annual ReportDisclosure is adequate and the Annual report was made available sufficiently before the meeting. The financial statements have been audited and unqualified. Althoughnot required to do so under AIM listing regulations, it is considered best practice for the Remuneration report to be submitted to a shareholder vote. As the Companyhas failed to do this, an oppose vote is recommended.

Vote Cast: Oppose

4. Re-elect Bob HoltExecutive Chairman. 6 months rolling contract. Combined roles of Chairman and CEO at the head of the Company. It is considered to be best practice for thesepositions to be separated. The combination of these roles is considered detrimental to board balance and independence. An oppose vote is recommended.

Vote Cast: Oppose

8. Elect Christopher MillsNon-Executive Director. Not considered independent as he is a Partner at Harwood Capital, which is a significant shareholder of 19.15% of the Company’s sharecapital. There is insufficient independent representation on the Board.

Vote Cast: Oppose

10. Issue Shares for CashAuthority is limited to 10% of the Company’s issued share capital and will expire at the next AGM. This figure exceeds the 5% maximum. An Oppose vote isrecommended.

Vote Cast: Oppose


Vote Cast: Oppose

12. Approve the Sureserve Group plc Long Term Incentive Plan (2019) (LTIP)Authority sought to approve the Sureserve Group plc Long Term Incentive Plan (2019) (LTIP). All employees (including executive directors) of the Company and anyof its subsidiaries (‘Group’) may be granted awards under the LTIP. However, it is only proposed to grant awards to Mr Robert Holt and Mr Michael McMahon. TheExecutive Chairman (Mr Robert Holt) may not be granted an award under the LTIP in respect of more than 1,153,846 Shares. The Chief Operating Officer (Mr MichaelMcMahon) may not be granted an award under the LTIP in respect of more than 250,000 Shares. Any individual other than the Executive Chairman or the ChiefOperating Officer has their participation limited under the LTIP so that the aggregate market value of Shares subject to their award, (calculated as at the date of grant

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of the award), will not exceed one-hundred per cent of the individual’s annual base salary at the date of grant. The Award Period is the period commencing on the dayimmediately following the date of grant and ending on the expiry of eighteen months commencing on the date of grant, or if the award holder.Potential awards are excessive. In addition, there is poor disclosure of targets and performance conditions, and the vesting scale is unclear. Ultimately, LTIPs are notconsidered an effective means of incentivising performance. These schemes are not considered to be properly long term and are subject to manipulation due to theirdiscretionary nature. In light of the above concerns, an oppose vote is recomended.

Vote Cast: Oppose

13. Approve the Sureserve Group plc Special Incentive Award Plan (2019) (SIAP)Authority sought to approve the Sureserve Group plc Special Incentive Award Plan (2019) (SIAP). Awards granted under the SIAP will take the form of options toacquire ordinary shares in the capital of the Company (‘Shares’) either at a price equal to the nominal value of the Shares or for nil consideration. All employees(including executive directors) of the Company and any of its subsidiaries (‘Group’) may be granted awards under the SIAP. On any date, no award may be grantedunder the SIAP if, as a result, the aggregate nominal value of Shares issued or issuable pursuant to awards granted during the previous ten years under the SIAP orany other employees’ share scheme adopted by the Company would exceed 10% of the nominal value of the ordinary share capital of the Company in issue on thatdate. Robert Holt may not be granted an award under the SIAP in respect of more than 800,000 Shares. Michael McMahon may not be granted an award under theSIAP in respect of more than 800,000 Shares. Any other eligible employee may not be granted an award under the SIAP in respect of more than 180,000 Shares.Pursuant to the Performance Condition, the number of Shares in respect of which an award may be exercised (rounded down to the nearest whole number of Shares)shall be determined by multiplying the number of Shares subject to the award by a multiplier (the Multiplier).Although all employees are eligible to participate in the plan, the SIAP appears to aimed principally for rewarding executives. Total potential variable pay is consideredexcessive for executives. Furthermore, disclosure regarding the performance condition is poor, and the use of a multiplier based on share price seems to rewardparticipants of the plan on the basis of share price volatility rather than performance and actual contribution to overall company performance. In light of these concernsan oppose vote is recommended.

Vote Cast: Oppose

CARGOTEC CORP AGM - 19-03-2019

15. Appoint the AuditorsPwC proposed. Non-audit fees represented 85.71% of audit fees during the year under review and 56.79% on a three-year aggregate basis. This level of non-auditfees raises major concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose


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Vote Cast: Oppose

17. Issue Shares for CashAuthority to issue shares without pre-emptive rights is proposed for less than 10% of the current share capital. However, the duration of the authority exceeds 12months. It is considered that shareholders should have the occasion to vote on such resolutions annually.

Vote Cast: Oppose

RPC GROUP PLC COURT - 20-03-2019

1. Approve Scheme of Arrangement pursuant to Part 26 of the Companies Act 2006 (The Scheme) between the Company and the Scheme ShareholdersThe Board is seeking shareholders approval on the Scheme of Arrangement which is to be effected by means of a Court-sanctioned scheme of arrangement.Transfer of Scheme Shares: It is noted that the Bidder (or such of its nominee(s) as are agreed between the Bidder and RPC on the effective date shall acquire allthe Scheme Shares fully paid up, with full title guarantee, and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other thirdparty rights or interests of any nature without limitation, voting rights and the right to receive and retain in full all dividends except interim dividends. Also, the SchemeShares shall be transferred from the Scheme Shareholders to the Bidder (or such of its nominee(s) as are agreed between the Bidder and the RPC) and such transfershall be effected by means of a form of transfer or other instruments.Consideration for the transfer of Scheme Shares: It is also noted that the Bidder shall, pay or procure that GBP782 pence shall be paid to or for the account ofeach Scheme Shareholder that appear on the register of members of RPC at the Scheme Record Time in cash.Recommendation: The Proposed transaction has been adequately described and justified by the Board which is welcomed. However, there is insufficient balance ofindependent representation on the Board which fails to provide assurance that the proposed transaction is undertaken with appropriate independent judgement andoversight. On this basis, an abstention vote is recommended.

Vote Cast: Abstain

RPC GROUP PLC EGM - 20-03-2019

1. Approve Scheme of Arrangement & Amend the Articles of AssociationThe Board is seeking shareholders approval on the recommended Cash Acquisition of RPC by Rome UK Bidco Limited which is to be effected by means of aCourt-santioned scheme of arrangement. On 23 January 2019, the boards of RPC and the Bidder announced that they had agreed the terms of a recommended cashacquisition by the bidder pursuant to which the Bidder (a company formed on behalf of funds managed by Apollo) will acquire the entire issued and to be issued sharecapital of RPC, to be effected by means of a Court-sanctioned scheme of arrangement under part 26 of the Companies Act.Background to and reasons for the Acquisition: The Bidder believes that RPC, which benefits from leading market positions, a well-diversified portfolio in terms ofcustomer base, product mix and geographical exposures for both packaging and non-packaging plastic products, and which has the necessary scale to benefit from aglobal polymer market, is well placed to take advantage of opportunities for growth, investment and further consolidation in the plastic packaging industry.Background to and reasons for the recommendation: RPC has a strong competitive position and an excellent reputation in the market. Whilst the RPC Boardis confident in the long-term prospects of the business, it is also mindful of the risks to the business posed by the current political and macro-economic environment,amongst other factors, and as previously noted, differing investor views on the appropriate level of leverage have been a constraint on RPC’s opportunities and growth.

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It is noted that the RPC’s share price had for some time prior to the commencement of the Offer Period undervalued both the fundamental performance and theprospects of the business.Amendment to the Articles of Association: It is proposed, in the Special Resolution, to amend RPC’s articles of association to ensure that any RPC Shares issuedunder the Share Plans or otherwise between the Voting Record Time and the Scheme Record Time will be subject to the Scheme.Recommendation: The Proposed transaction has been adequately described and justified by the Board which is welcomed. However, there is insufficient balance ofindependent representation on the Board which fails to provide assurance that the proposed transaction is undertaken with appropriate independent judgement andoversight. On this basis, an abstention vote is recommended.

Vote Cast: Abstain

ZTE CORP EGM - 20-03-2019

1.01. Elect Li Zixue as DirectorExecutive Chairman. It is a generally accepted norm of good practice that the Chairman of the Board should act with a proper degree of independence from theCompany’s management team when exercising his or her oversight of the functioning of the Board. Holding an executive position is incompatible with this and a voteto Oppose is recommended.

Vote Cast: Oppose

1.03. Elect Li Buqing as DirectorNon-Executive Director. Not considered independent, he acts as a director of Shenzhen Aerospace Guangyu Industrial Company Limited, which is a shareholder ofZhongxingxin, the controlling shareholder of the Company. There is insufficient independent representation on the Board. Opposition is recommended.

Vote Cast: Oppose

1.05. Elect Zhu Weimin as DirectorNon-Executive Director. Not considered independent , Mr Zu Weimin is a director of Shenzhen Zhongxing WXT Equipment Company Limited, which is a shareholderof Zhongxingxin, the controlling shareholder of the Company. There is insufficient independent representation on the Board. Opposition is recommended.

Vote Cast: Oppose

1.06. Elect Fang Rong as DirectorNon-Executive Director. Not considered independent as she is Vice President of Zhongxing Development Company Limited a company of Zhongxingxin group whichis the controling shareholder of the Company. There is insufficient independent representation on the Board. Opposition is recommended.

Vote Cast: Oppose

2.01. Elect Cai Manli as DirectorIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments. An abstain vote is recommended.

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Vote Cast: Abstain

4. Approve Business ContractThe Board proposes to increase the aggregate insurance premium ofRMB1.50 million or below per year to RMB3.00 million per year. A rationale has not been providedfor the increase. Opposition is recommended.

Vote Cast: Oppose

5. Approve 2019-2021 Purchase Framework AgreementIt is proposed to approve the execution of the 2019-2021 Purchase Framework Agreement” by the Company and Zhongxingxin Telecom Company Limited. Theagreement allow the Company to purchase raw materials from Zhongxingxin Telecom Company Limited, for her production amounting for the period 2019 to 2021 tothe RMB 700 million, RMB 800 million and RMB 900 million, respectively.Such proposals are considered on the basis of whether they are deemed fair, whether they have been adequately explained, and whether there is sufficient independentoversight of the recommended proposal. The circular contains sufficient details of the transaction. However, serious corporate governance concerns have beenidentified: Zhongxingxin is a controlling shareholder of the Company holding almost 30% of the share capital. The transaction involving the Company to buy rawmaterials from a major shareholder, smaller shareholders are not protected from such an agreement. In addition the Board of Directors has insufficient independence,this is a potential risk for the decision not to be taken with appropriate independence and objectivity. On these grounds, opposition is recommended.

Vote Cast: Abstain

6. Approve the Arrangement of the Floor Price of the Nonpublic Issuance of A SharesIt is proposed that the issue price ( the Floor price) of the Non-public Issuance of A Shares will not be lower than RMB30.00 per A Share. The Board desided thatthe proposed Non-public issuance shares A shall not represents a discount of 20% or more to the benchmarked price of the H Shares. The average trading price ofthe Non-public A shares will be calculated by : Total turnover of the Company’s A Shares for the 20 trading days immediately preceding the Price Determination Datedivided by Total trading volume of the Company’s A Shares for the 20 trading days immediately preceding the Price Determination Date. The amount of A shares whichthe proposal concerns are 686,836,019 A Shares pursuant to the General Mandate. It is considered that the discount for a non-public share issuance should be nogreater than 10%. For this reason, it is recommended to oppose.

Vote Cast: Oppose

7. Approve Extension of Validity Period of the Resolutions in Relation to the Non-public Issuance of A SharesIt is proposed to extend the validity period of the authority to the 27th of March 2020. While this is within recommended guidelines, the authority is limited to 16 %of the share capital (686,836,019 million shares out of 4,192,671,843 billion shares) the authority proposes the period to expand until the next AGM. As the authorityexceeds recommended limits. An oppose vote is recommended.

Vote Cast: Oppose

8. Approve General Share Issue MandateIt is proposed that the Board allow the issuance of Non-public A Shares, for the purpose the Company to continue the expansion of its investment in research and

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development. The authority asks for the issuance of 686,836,019 million Non-public A share. The authority is limited to 16 % of the share capital and expires on thenext AGM. The authority exceeds recommended limits. An oppose vote is recommended.

Vote Cast: Oppose

SAFESTORE HOLDINGS PLC AGM - 20-03-2019

3. Re-appoint the AuditorsDeloitte proposed. No non-audit fees were paid during the year under review, and on a three year aggregate basis the non-audit fees represented 52.11%. This level ofnon-audit fees raises major concerns about the independence of the statutory auditor. There is also a significant conflict of interest as Ian Krieger who was a a seniorpartner and vice chairman at Deloitte sits on the Board and chairs the Audit Committee. For these reasons, an oppose vote is recommended.

Vote Cast: Oppose

6. Re-elect Alan LewisIncumbent Chair. Not independent upon appointment as he previously served in an executive capacity for Bridgepoint, the Company’s former majority shareholders.

Vote Cast: Oppose

9. Re-elect Ian KriegerNot considered independent as until 2012, Mr Krieger was a senior partner and vice chairman at Deloitte, Company’s Statutory Auditors since September 2014. Itis considered that a Senior Independent Director should be independent, in order to fulfil the responsibilities assigned to that role. Therefore, an oppose vote isrecommended.

Vote Cast: Oppose

STARBUCKS CORPORATION AGM - 20-03-2019

1.b. Elect Mary N. DillonIndependent Non-Executive Director. However, as individual attendance is not disclosed and there are concerns over the director’s potential aggregate time commitments,an abstain vote is recommended

Vote Cast: Abstain

1.g. Elect Joshua Cooper RamoIndependent Non-Executive Director. However, as individual attendance is not disclosed and there are concerns over the director’s potential aggregate time commitments.

Vote Cast: Abstain

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2. Advisory Vote on Executive CompensationThe Company has submitted a proposal for shareholder ratification of its executive compensation policy and practices. The voting outcome for this resolution reflectsthe balance of opinion on the adequacy of disclosure, the balance of performance and reward and the terms of executive employment. The compensation rating is:DCD. Based on this rating, opposition is recommended.

In this case, our analysis is based on the CEO of the company rather than the highest paid executive officer because Mr. Schultz was named executive chairman andceased serving as chief executive officer effective April 3, 2017. In connection with this change in role, Mr. Schultz’s annualized salary was reduced to USD1 fromUSD1,500,000, what it makes not possible an adequate analysis of the executive compensation.

Vote Cast: Oppose

3. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 11.30% of audit fees during the year under review and 8.44% on a three-year aggregate basis. This level of non-auditfees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There areconcerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

4. Shareholder Resolution: True Diversity Board PolicyProponent’s Argument: The Proponent believes that boards that incorporate diverse perspectives can think more critically and oversee corporate managers moreeffectively. By providing a meaningful disclosure about potential Board members, shareholders will be better able to judge how well-suited individual board nomineesare for the Company and whether their listed skills, experience and attributes are appropriate in light of the Company’s overall business strategy. True diversity comesfrom diversity of thought. There is ample evidence that the Company operates in ideological hegemony that eschews conservative people, thoughts, and values. Thisideological echo chamber can result in groupthink that is the antithesis of diversity. This can be a major risk factor for shareholders.

Shareholders believe a diverse board is a good indicator of sound corporate governance and a well-functioning board. Diversity in board composition is best achievedthrough highly qualified candidates with a wide range of skills, experience, beliefs, and board independence from management. They are requesting comprehensivedisclosures about board composition and what qualifications the Company seeks for its Board.

Company’s Argument: The Starbucks’ board of directors recommends that shareholders vote against this proposal for the following reasons:

A diverse and inclusive environment is critical for how Starbucks does business. Accordingly, the Company seeks diversity in all forms in all areas of its business,including in the board of directors. The board of directors values diversity when it seeks and evaluates board candidates, with the goal of bringing to the Company avariety of perspectives, backgrounds and skills that are relevant to its global business activities, its ability to navigate prevailing and potential business conditions andthe board’s ability to provide oversight and insight.

This year the Company has introduced to its proxy statement a new "Director Skills Matrix" to provide even more transparency to its shareholders about the strengthand composition of the board. As a result of the nominations and evaluation process, the board of directors continues to be comprised of accomplished and successfulindividuals with diverse backgrounds and a variety of perspectives and skills derived from the highest quality business and professional experiences. The Company

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states that it is proud of its board’s diversity and that each of its directors brings to the board the perspectives, experiences and skills necessary to be deeply engagedand involved in overseeing the Company’s global business activities, its long-range strategy and business initiatives.

The Company argues that given the diversity of its board, it continued commitment to diversity at all levels of its business and the transparency of the board selectioncriteria already set forth in its Proxy Statement, the board of directors believes that the Company already addresses the disclosure requested by this proposal and doesnot believe that implementing this proposal would enhance its shareholders’ understanding of the board diversity.

PIRC’s Analysis: The potential benefits of board diversity lie in widening the perspectives on business issues brought to bear on decision-making, avoiding too greata similarity of attitude and helping companies understand its customers, marketplace, supply chain and workforces. Disclosure surrounding the board’s compositionallows shareholders to consider board diversity in the context of the long-term interests of the Company. However, the Company’s board can already considered to bediverse, since it is disclosed that it is made up of 40% women, 50% racial diversity and 20% national diversity - though including the CEO, who is on the board, wouldreduce these proportions. In addition, this year, for the first time, the company has included a board skills matrix which effectively satisfies the proponent’s request. Anagainst vote for the resolution is recommended.

Vote Cast: Oppose

SCA (SVENSKA CELLULOSA) AB AGM - 20-03-2019

15. Approve Remuneration PolicyIt is proposed to approve the remuneration policy with a binding vote. Variable remuneration appears to be consistently capped, and the payout is in line with bestpractice. However, the Company has not disclosed quantified targets or performance criteria for its variable remuneration component, which may lead to overpaymentagainst underperformance. In addition, there are no claw back clauses in place over the entirety of the variable remuneration component, which makes is unlikely forshareholders to reclaim that variable remuneration unfairly paid out. On these bases, opposition is recommended.

Vote Cast: Oppose

8.C. Discharge the BoardApproval is sought to release the members of the Board on account of their activities in the year under review. In light of the corporate governance concerns regardingexcessive use of corporate resources and potential excessive gifts to business partners, steps do not appear to have been taken to change the corporate governancestructure. Whilst the auditor has changed from PwC to Ernest and Young, following the claims of inappropriate connections with auditors, insufficient information hasbeen disclosed regarding changes made which address these claims. As a result, as vote opposing is recommended.

Vote Cast: Oppose

11. Approve Fees Payable to the Board of Directors and the AuditorIt is proposed to approve Board and Committee membership fees for non-executive directors, as well as approve the Auditor fees. Ernest and Young were appointed in2016, auditor’s rotation is welcomed and the auditors’ term is under five years. It is proposed to pay to each director elected by the meeting and who is not employed

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by the company SEK 625,000 and the chairman of the board of directors is to receive SEK 1,875,000. This represents an increase of 23.2% , which is consideredexcessive. An oppose vote is recommended.

Vote Cast: Oppose

12.2. Re-elect Par BomanNon-Executive Chairman, member of the Audit Committee. Not considered independent as he is a board member of a significant shareholder in the Company. It isbest practice that the Chairman be independent. Moreover, It is considered that audit committees should comprise exclusively independent members or, at least, amajority of independent members, including the chair. On this ground, opposition is recommended.

Vote Cast: Oppose

12.3. Re-elect Lennart EvrellNon-Executive Chairman. Not considered to be independent as the director has a cross directorship with Martin Lindqvist, who is also a member of the board at theConfederation of Swedish Enterprise. There are also concerns over the director’s potential aggregate time commitments, however the director attended all of the boardmeetings in 2018. There is insufficient independent representation on the Board. On balance, an oppose vote is recommended.

Vote Cast: Oppose

12.4. Re-elect Annemarie GarsholIndependent Non-Executive Director. Non-Executive Director. Not considered to be independent as The director is a member of the board of Essity, which was part ofSCA until 2017.There is insufficient independence on the board. A vote to oppose is recommended.

Vote Cast: Oppose

12.6. Re-elect Martin LindqvistThere is insufficient independence on the Board; the director is also a member of the Audit Committee and there is insufficient independent representation on the AuditCommittee. Opposition recommended.

Vote Cast: Oppose

12.8. Re-elect Bert NordbergNon-Executive Director. Not considered independent as he is a board member on two Companies held by Industrivarde, a significant shareholder in the Company.It is considered that audit committees should comprise exclusively independent members, or at least a majority of independent members, including the chair. Thiscomposition would be in line with the EU Audit Directive, which is seen as best governance practice across European markets. As there is insufficient independentrepresentation on the Audit Committee opposition is recommended.

Vote Cast: Oppose

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12.10. Re-elect Barbara M. ThoralfssonNon-Executive Director. Chair of the audit committee. Not considered independent owing to a tenure of over nine years. As there is insufficient independence on thethe Board and on the Audit Committee opposition is recommended.

Vote Cast: Oppose

13. Elect Chair Par BomanNon-Executive Chairman, Member of the Audit Committee. Not considered independent as he is a board member of Industrivarden, a significant shareholder. It is bestpractice that the Chairman be independent. As there is insufficient independence on the board and audit committee. An oppose vote is recommended.

Vote Cast: Oppose

VALMET CORP AGM - 21-03-2019

9. Discharge the BoardThe Board proposes the discharge of the members of the Board of Directors and the CEO from liability. However, The Company is currently facing several lawsuits,claims and disputes based on various grounds including product liability lawsuits and claims as well as legal disputes related to Valmet’s deliveries. On September 16,2016 that Suzano Papel e Celulose S.A. has filed a request for arbitration against several Valmet Corp subsidiaries claiming approximately EUR 80 million. Valmetannounced by stock exchange release on December 22, 2016 that it has received a reassessment decision from the Finnish tax authority for Valmet Technologies Inc.The reassessment decision is a result of a tax audit carried out in the company, concerning tax years 2010–2012. The Company considers the decision unfoundedand has appealed of the decision to Board of Adjustment of the Finnish tax authority. The outcome of the situation could have an adverse effect on the Company.Opposition is recommended.

Vote Cast: Oppose

14. Appoint the AuditorsPwC LLP proposed. Non-audit fees represented 29.41% of audit fees during the year under review and 48.89% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Abstain

15. Authorise Share RepurchaseAuthority sought to allow the Board to repurchase and use capital stock within legal boundaries. The authority exceeds 5% of the share capital. As the Company hasnot duly provided an explanation regarding the rationale behind the proposal, opposition is recommended.

Vote Cast: Oppose

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BB BIOTECH AG AGM - 21-03-2019

4.1. Re-elect Erich Hunziker as Director and ChairNon-Executive Director, not considered to be independent due to cross-directorship with Mr. Strein, who was founder and Chairman of EngMab, where Mr. Hunzikerwas CEO until it was acquired by Celgene. There is insufficient independent representation on the Board. An oppose vote is recommended.

Vote Cast: Oppose

4.2. Elect Clive MeanwellNon-Executive Director. Not considered to be independent, owing to a tenure of more than nine years. There is insufficient independent representation on the Board.

Vote Cast: Oppose

4.3. Elect Klaus StreinNon-Executive Director, not considered to be independent due to cross-directorship with Mr. Hunziker, who was CEO of EngMab (now part of Celgene), of which Mr.Strein was founder and Chairman. There is insufficient independent representation on the Board. Opposition is recommended.

Vote Cast: Oppose

4.4. Elect Thomas von PlantaThe biographical information disclosed on this candidate is considered to be insufficient. Regardless of the level of independence on the Board, this is considered aserious lack of information. Opposition is recommended.

Vote Cast: Oppose

5.1. Reappoint Clive Meanwell as Member of the Compensation CommitteeThis director is not considered to be independent. Opposition is recommended.

Vote Cast: Oppose

5.2. Reappoint Klaus Strein as Member of the Compensation CommitteeThis director is not considered to be independent. Opposition is recommended.

Vote Cast: Oppose

9. Appoint the AuditorsPwC proposed. No non-audit fees were paid to the auditors in the past three years. The current auditor has been in place for more than ten years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

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SYDBANK AS AGM - 21-03-2019

4.a. Elect Elect Arne Gerlyng-Hansen to Committee of RepresentativesIt is proposed to elect Arne Gerlyng-Hansen to the Committee of Representatives as a representative of Fyn. There are concerns over this nomination process andthe level of independence on the Board if the Committee of Representatives represents only regional banks and the Board of Directors is drawn only from among theCommittee of Representatives members. Abstention is thus recommended.

Vote Cast: Abstain

4.b. Elect Janne Moltke-Leth to Committee of RepresentativesIt is proposed to elect Janne Moltke-Leth to the Committee of Representatives as a representative of Hovedstaden. There are concerns over this nomination processand the level of independence on the Board if the Committee of Representatives represents only regional banks and the Board of Directors is drawn only from amongthe Committee of Representatives members. Abstention is thus recommended.

Vote Cast: Abstain

4.c. Elect Torben Nielsen to Committee of RepresentativesIt is proposed to elect Torben Nielsen to the Committee of Representatives as a representative of Hovedstaden. There are concerns over this nomination process andthe level of independence on the Board if the Committee of Representative represents only regional banks and the Board of Directors is drawn only from among theCommittee of Representative members. Abstention is thus recommended.

Vote Cast: Abstain

4.d. Elect Nicolai Dyhr to Committee of RepresentativesIt is proposed to elect Nicolai Dyhr to the Committee of Representatives as a representative of Midtjylland. There are concerns over this nomination process andthe level of independence on the Board if the Committee of Representative represents only regional banks and the Board of Directors is drawn only from among theCommittee of Representative members. Abstention is thus recommended.

Vote Cast: Abstain

4.f. Elect Svend Erik Kriby to Committee of RepresentativesIt is proposed to elect Svend Erik Kriby to the Committee of Representatives as a representative of Hovedstaden. There are concerns over this nomination processand the level of independence on the Board if the Committee of Representative represents only regional banks and the Board of Directors is drawn only from amongthe Committee of Representative members. Abstention is thus recommended.

Vote Cast: Abstain

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4.e. Elect Gitte Poulsen to Committee of RepresentativesIt is proposed to elect Gitte Poulsen to the Committee of Representatives as a representative of Midtjylland. There are concerns over this nomination process andthe level of independence on the Board if the Committee of Representative represents only regional banks and the Board of Directors is drawn only from among theCommittee of Representative members. Abstention is thus recommended.

Vote Cast: Abstain

4.h. Elect Lars Thuro Moller to Committee of RepresentativesIt is proposed to elect Lars Thuro Moller to the Committee of Representatives as a representative of Sjaelland . There are concerns over this nomination process andthe level of independence on the Board if the Committee of Representative represents only regional banks and the Board of Directors is drawn only from among theCommittee of Representative members. Abstention is thus recommended.

Vote Cast: Abstain

4.i. Elect Nick de Neergaard to Committee of RepresentativesIt is proposed to elect Nick de Neergaard to the Committee of Representatives as a representative of Svaelland Hovedstaden. There are concerns over this nominationprocess and the level of independence on the Board if the Committee of Representative represents only regional banks and the Board of Directors is drawn only fromamong the Committee of Representative members. Abstention is thus recommended.

Vote Cast: Abstain

4.j. Elect Peter Rosenkrands to Committee of RepresentativesIt is proposed to elect Peter Rosenkrands to the Committee of Representatives as a representative of Sjaelland. There are concerns over this nomination process andthe level of independence on the Board if the Committee of Representative represents only regional banks and the Board of Directors is drawn only from among theCommittee of Representative members. Abstention is thus recommended.

Vote Cast: Abstain

4.k. Elect Jan Osterskov to Committee of RepresentativesIt is proposed to elect Jan Osterskov to the Committee of Representatives as a representative of Sjaelland. There are concerns over this nomination process andthe level of independence on the Board if the Committee of Representative represents only regional banks and the Board of Directors is drawn only from among theCommittee of Representative members. Abstention is thus recommended.

Vote Cast: Abstain

4.l. Elect Hanni Toosbuy Kasprzak to Committee of RepresentativesIt is proposed to elect Hanni Toosbuy Kasprzak to the Committee of Representatives as a representative of Sonderjylland. There are concerns over this nominationprocess and the level of independence on the Board if the Committee of Representative represents only regional banks and the Board of Directors is drawn only fromamong the Committee of Representative members. Abstention is thus recommended.

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Vote Cast: Abstain

4.m. Elect Lasse Meldgaard to Committee of RepresentativesIt is proposed to elect Lasse Meldgaard to the Committee of Representatives as a representative of Sonderjylland.There are concerns over this nomination processand the level of independence on the Board if the Committee of Representative represents only regional banks and the Board of Directors is drawn only from amongthe Committee of Representative members. Abstention is thus recommended.

Vote Cast: Abstain

4.n. Elect Henrik Raunkjaer to Committee of RepresentativesIt is proposed to elect Henrik Raunkjaer to the Committee of Representatives as a representative of Sonderjylland.There are concerns over this nomination processand the level of independence on the Board if the Committee of Representative represents only regional banks and the Board of Directors is drawn only from amongthe Committee of Representative members. Abstention is thus recommended.

Vote Cast: Abstain

4.o. Elect Bente Rasmussen to Committee of RepresentativesIt is proposed to elect Bente Rasmussen to the Committee of Representatives as a representative of Sonderjylland. There are concerns over this nomination processand the level of independence on the Board if the Committee of Representative represents only regional banks and the Board of Directors is drawn only from amongthe Committee of Representative members. Abstention is thus recommended.

Vote Cast: Abstain

4.p. Elect Kent Kirk to Committee of RepresentativesIt is proposed to elect Kent Kirk to the Committee of Representatives as a representative of Vestjylland.There are concerns over this nomination process and the levelof independence on the Board if the Committee of Representative represents only regional banks and the Board of Directors is drawn only from among the Committeeof Representative members. Abstention is thus recommended.

Vote Cast: Abstain

4.q. Elect Nete Bech Tinning to Committee of RepresentativesIt is proposed to elect Nete Bech Tinning to the Committee of Representatives as a representative of Vestjylland.There are concerns over this nomination process andthe level of independence on the Board if the Committee of Representative represents only regional banks and the Board of Directors is drawn only from among theCommittee of Representative members. Abstention is thus recommended.

Vote Cast: Abstain

4.r. Elect Peter S. Sorensen to Committee of RepresentativesIt is proposed to elect Peter S. Sorensen to the Committee of Representatives as a representative of Ostjylland.There are concerns over this nomination process and

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the level of independence on the Board if the Committee of Representative represents only regional banks and the Board of Directors is drawn only from among theCommittee of Representative members. Abstention is thus recommended.

Vote Cast: Abstain

4.s. Elect Leo Gronvall to Committee of RepresentativesIt is proposed to elect Leo Gronvall to the Committee of Representatives as a representative of Ostjylland.There are concerns over this nomination process and thelevel of independence on the Board if the Committee of Representative represents only regional banks and the Board of Directors is drawn only from among theCommittee of Representative members. Abstention is thus recommended.

Vote Cast: Abstain

4.t. Elect Claus Christensen to Committee of RepresentativesIt is proposed to elect Claus Christensen to the Committee of Representatives as a representative of Aarhus/Aalborg. There are concerns over this nomination processand the level of independence on the Board if the Committee of Representative represents only regional banks and the Board of Directors is drawn only from amongthe Committee of Representative members. Abstention is thus recommended.

Vote Cast: Abstain

4.u. Elect Niels Opstrup to Committee of RepresentativesIt is proposed to elect Niels Opstrup to the Committee of Representatives as a representative of Aarhus/Aalborg .There are concerns over this nomination process andthe level of independence on the Board if the Committee of Representative represents only regional banks and the Board of Directors is drawn only from among theCommittee of Representative members. Abstention is thus recommended.

Vote Cast: Abstain

4.v. Elect Richard Fynbo to Committee of RepresentativesIt is proposed to elect Richard Fynbo to the Committee of Representatives as a representative of Aarhus/Aalborg.There are concerns over this nomination processand the level of independence on the Board if the Committee of Representative represents only regional banks and the Board of Directors is drawn only from amongthe Committee of Representative members. Abstention is thus recommended.

Vote Cast: Abstain

5. Ratify Ernst & Young as AuditorsEY proposed. No non-audit fees were paid to the auditors in the past three years. This approach is commended. The current auditor has been in place for more thanten years. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor. On Balance abstention is recommended.

Vote Cast: Abstain

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7. Authorise Share RepurchaseIt is proposed to authorise the Board to purchase Company’s shares until next AGM. The total value of the repurchase shares will be up to 10% of the share capital.This resolution will not be supported unless the Board has set forth a clear, cogent and compelling case demonstrating how the authority would benefit long-termshareholders. As no clear justification was provided by the Board, an oppose vote is recommended.

Vote Cast: Oppose

CHEIL WORLDWIDE INC AGM - 21-03-2019

4. Approve Total Remuneration of Inside Directors and Outside DirectorThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

5. Approve Remuneration of Board of Statutory AuditorsThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain


Vote Cast: Abstain

2.2. Elect Kim Min-ho as Outside DirectorNon-Executive Director. Not considered to be independent based on insufficient information. It is considered that shareholders should be provided with sufficientbiographical information on candidates, in order to make an informed assessment on the candidates’ independence and profile. There is insufficient independentrepresentation on the Board.

Vote Cast: Oppose

WAL MART DE MEXICO SA AGM - 21-03-2019

I.A. Receive the Director’s ReportThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

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Vote Cast: Abstain

II. Approve Consolidated Financial StatementsThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

III. Approve the Application of Results and DividendThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

I.E. Receive the Stock Option Plan for PersonnelThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

IV. Elect or Ratify Directors; Elect Chair of Audit and Corporate Practices Committees, and Approve their RemunerationThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

V. Approve Minutes and Designation of Special DelegatesThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

I.B. Receive the General Director ReportThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

I.C. Receive the Audit and Corporate Practices Committee ReportThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

I.D. Receive the Fulfillment of Tax Obligations ReportThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

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Vote Cast: Abstain

I.F. Receive the Situation of the Share Buyback Fund and of the Shares that were bought back during 2017There is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

I.G. Receive the Walmart Mexico FoundationThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

NOVO NORDISK A/S AGM - 21-03-2019

5.2. Re-elect Jeppe Christiansen as Vice ChairNon-Executive Vice-Chairman. Not considered to be independent as he is a member of the board of directors of Novo A/S which holds a significant stake of theCompany’s issued share capital. There is sufficient independent representation on the Board. However, as there are concerns over the director’s potential aggregatetime commitments, an abstain vote is recommended.

Vote Cast: Abstain

5.3.B. Elect Laurence DebrouxIndependent Non-Executive Director. However, there are concerns over the director’s aggregate time commitments.

Vote Cast: Abstain

5.3.F. Re-elect Kasim KutayNon-Executive Director. Kasim Kuttay is not considered to be independent as he is CEO of Novo A/S, the controlling shareholder. There is sufficient independentrepresentation on the Board. However, as there are concerns over the director’s potential aggregate time commitments, an abstain vote is recommended.

Vote Cast: Abstain

6. Appoint the AuditorsPwC proposed. Non-audit fees represented 56% of audit fees during the year under review and 57.53% on a three-year aggregate basis. This level of non-audit feesraises major concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concerns that failureto regularly rotate the audit firm can compromise the independence of the auditor. On this basis opposition is recommended.

Vote Cast: Oppose

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7.1. Reduce Share CapitalThe Board of Directors proposes that the Company’s B share capital is reduced by 2.6% from DKK 382,512,800 to DKK 372,512,800. The purpose of the reduction ofthe Company’s share capital is to distribute funds to the shareholders by way of the Company repurchasing shares in accordance with the authorisations granted to theBoard of Directors at previous Annual General Meetings. The Board of Directors’ proposal to reduce the Company’s B share capital is made in order to maintain capitalstructure flexibility. As it is recommended to oppose the share buyback, and the purpose of this resolution is to fund the share buyback, opposition is recommended.

Vote Cast: Oppose

7.2. Authorise Share RepurchaseIt is proposed to authorise the Board to purchase Company’s shares until next AGM. This resolution will not be supported unless the Board has set forth a clear, cogentand compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, an oppose vote isrecommended.

Vote Cast: Oppose

7.3.C. Approve Authority to Increase Authorised Share Capital without Pre-emptive Rights For Existing ShareholdersThe Board of Directors proposes to extend authorisations for a period of two years until 21 March 2021(totalling a five year period.) The Board proposes to increasethe share capital in one or more stages without pre-emptive rights by up to a total nominal amount of DKK 48,000,000 which corresponds to roughly 12.6% of the totalcurrent share capital which is deemed excessive. Opposition is recommended.

Vote Cast: Oppose

8.1. Reduction Of Price Of Insulin And Other Products If Return On Equity Exceeds 7%Shareholder Frank Aaen has submitted a proposal that Novo Nordisk reduce the price of insulin and other products, if Novo Nordisk’s return on equity exceeds 7%.Although access to medicine is a sensitive issue and it is considered reasonable that drugs should be placed on the market at a price as low as possible, insufficientinformation has been provided by the filing shareholder, regarding among other things: the rationale for the proposed (undisclosed) discount, why the choice of ROE at7% as a trigger for such discount, and the impact this will have on shareholders and other stakeholders. Due to lack of scope, clarity, and disclosure overall, oppositionis recommended.

Vote Cast: Oppose

NKT HOLDING A/S AGM - 21-03-2019

7.a. Re-elect Jens Due OlsenNon-Executive Chairman. Not considered to be independent as he has served on the Board for over nine years. There is sufficient independent representation onthe Board. However, there is a lack of gender diversity on the Board. It is considered that the responsibility falls to the members of the nomination committee. Thecandidate is a member of the Nomination Committee. In addition, there are concerns over the director’s potential aggregate time commitments. An abstain vote isrecommended

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Vote Cast: Abstain

7.b. Re-elect René Svendsen-TuneIndependent Non-Executive Director. There are concerns over the director’s potential aggregate time commitments. Therefore, an abstain vote is recommended.

Vote Cast: Abstain

7.c. Re-elect Jens MaaløeNon-Executive Director. Not considered independent owing to a tenure of over nine years.There is sufficient independent representation on the Board. However, asthere are concerns over the director’s potential aggregate time commitments, an abstain vote is recommended.

Vote Cast: Abstain

7.d. Re-elect Andreas NauenIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments. Abstention is recommended.

Vote Cast: Abstain

7.e. Re-elect Jutta af RosenborgIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments. Abstention is recommended.

Vote Cast: Abstain

7.f. Re-elect Lars Sandahl SørensenIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments. Abstention is recommended.

Vote Cast: Abstain

8. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 430.00% of audit fees during the year under review and 387.10% on a three-year aggregate basis. This level ofnon-audit fees raises major concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There areconcerns that failure to regularly rotate the audit firm can compromise the independence of the auditor. Since opposition is not a valid option for this resolutionabstention is recommended.

Vote Cast: Abstain

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BEAZLEY PLC AGM - 21-03-2019

2. Approve the Remuneration ReportDisclosure: The company has not provided clear targets on annual bonuses. However, the Performance conditions and targets for the LTIP have been disclosed.Contraryto best practice, Accrued dividends on share incentive awards for awards vested in the year are not separately categorised.Balance: The CEO’s salary is in the lower quartile of a peer comparator group.The average executive director salary increase for 2018 was 3 % below the averagesalary increase of the organisation as a whole. The changes in CEO total pay over the last five years are considered in line with the Company’s TSR performance overthe same periodRating: BC..An abstain vote is recommended.

Vote Cast: Abstain

18. Authorise Share RepurchaseIt is proposed to authorise the Board to purchase Company’s shares until next AGM. The authority is limited to 10% of the Company’s issued share capital and willexpire at the next AGM. This resolution will not be supported unless the Board has set forth a clear, cogent and compelling case demonstrating how the authority wouldbenefit long-term shareholders. As no clear justification was provided by the Board for a share repurchase, an oppose vote is recommended.

Vote Cast: Oppose

HANA FINANCIAL HOLDINGS AGM - 22-03-2019


Vote Cast: Abstain

2. Amend ArticlesThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

3.1. Elect Outside Director: Yun Seong BokThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

3.2. Elect Outside Director :Bak Won GuThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

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Vote Cast: Abstain

3.3. Elect Outside Director: Cha Eun YeongThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

3.4. Elect Outside Director: I Jeong WonThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

4. Election Of Outside Director Who Is An Audit Committee Member: Heo YunThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

5.1. Election Of Audit Committee Member Who Is An Outside Director: Yun Seong BokThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

5.2. Election Of Audit Committee Member Who Is An Outside Director: Baek Tae SeungThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

5.3. Election Of Audit Committee Member Who Is An Outside Director: Yang Dong HunThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended

Vote Cast: Abstain

6. Approval of Remuneration for DirectorThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

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JIANGXI COPPER CO LTD EGM - 22-03-2019

1. Elect Zheng GaoqingNewly appointed Executive Director. There are concerns that more than one-third of the Board comprises of Executive Directors, and as such it is considered that theremay be insufficient independent representation to protect minority shareholder interests. An oppose vote is recommended for newly appointed executive directors,while executives will correspond to more than 33% of the whole Board.

Vote Cast: Oppose

FOMENTO ECONOMICO MEXICANO AGM - 22-03-2019

I. Approve Financial StatementsThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

II. Approve Aplication of the Results for the 2018 fiscal year and the DividendThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

III. Authorise Share RepurchaseThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

IV. Elect Directors and their CompensationThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

V. Elect members of the Strategy and Finance Committee, Audit Committee, Corporate Practices Committee and their remunerationThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

VI. Appointment of delegates for the formalization of the Meeting’s resolutions.There is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

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Vote Cast: Abstain

VII. Approve the Minutes of Shareholders General MeetingThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

SAMSUNG C&T CORPORATION AGM - 22-03-2019


Vote Cast: Abstain

TAEYOUNG ENGINEERING & CONST AGM - 22-03-2019


Vote Cast: Abstain

2. Amend Articles of IncorporationIt was not possible to secure sufficient information in English from the Company to enable delivery of an informed report. Reports are provided for companies whichprovide adequate and timely disclosure of materials in English which explain the meeting agenda. Best efforts have been made to obtain such disclosures for thismeeting but have not been successful. Unless sufficient information becomes available subsequent to the issuance of these recommendations, it is advised not tosupport the proposals.

Vote Cast: Abstain

3. Elect Two Directors (Bundled)It was not possible to secure sufficient information in English from the Company to enable delivery of an informed report. Reports are provided for companies whichprovide adequate and timely disclosure of materials in English which explain the meeting agenda. Best efforts have been made to obtain such disclosures for this

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meeting but have not been successful. Unless sufficient information becomes available subsequent to the issuance of these recommendations, it is advised not tosupport the proposals.

Vote Cast: Abstain

4. Elect Lee Jae-gu as a Member of Audit CommitteeIt was not possible to secure sufficient information in English from the Company to enable delivery of an informed report. Reports are provided for companies whichprovide adequate and timely disclosure of materials in English which explain the meeting agenda. Best efforts have been made to obtain such disclosures for thismeeting but have not been successful. Unless sufficient information becomes available subsequent to the issuance of these recommendations, it is advised not tosupport the proposals.

Vote Cast: Abstain

5. Approve Total Remuneration of Inside Directors and Outside DirectorsIt was not possible to secure sufficient information in English from the Company to enable delivery of an informed report. Reports are provided for companies whichprovide adequate and timely disclosure of materials in English which explain the meeting agenda. Best efforts have been made to obtain such disclosures for thismeeting but have not been successful. Unless sufficient information becomes available subsequent to the issuance of these recommendations, it is advised not tosupport the proposals.

Vote Cast: Abstain

SK HYNIX AGM - 22-03-2019

6. Approve Stock Option GrantsIt has been proposed to approve the grant of stock to Seok Hee Lee, Chief Executive of the Company. The total of number shares to be granted will be equal to 179,763shares. The exercise period is of three years, which is not considered sufficiently long term. The Company does not disclose any performance metrics and targets forthese awards. Based on these concerns, opposition is recommended.

Vote Cast: Oppose

7. Approval of Grant of Stock OptionIt has been proposed to approve the grant of stock to Tae Sung Jung, President, NAND & Solution Development. The total of number shares to be granted will beequal to 8,171 shares. The exercise period is of three years, which is not considered sufficiently long term. The Company does not disclose any performance metricsand targets for these awards. Based on these concerns, opposition is recommended.

Vote Cast: Oppose

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SAMSUNG FIRE & MARINE INS AGM - 22-03-2019


Vote Cast: Abstain

1. Approve Financial Statements and Allocation of IncomeThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

5. Approve Fees Payable to the Board of DirectorsThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

DAEWOONG PHARM CO LTD AGM - 22-03-2019


Vote Cast: Abstain


Vote Cast: Abstain

3. Approve Total Remuneration for the DirectorsThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

4. Allow the Board to Determine the Auditor’s RemunerationThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

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5. Approve Stock Option GrantsThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

NAVER CORP AGM - 22-03-2019


Vote Cast: Abstain

2. Amend ArticlesThe Company has not disclosed details regarding the amendment. When proposing amendments to the Articles, it is expected that Companies disclose a comparativeversion of the Articles, before and after the amendments. Therefore, opposition is recommended based on lack of disclosure.

Vote Cast: Oppose

3.1. Elect Jeong Doh-jin as Outside DirectorNon-Executive Director. Not considered to be independent based on insufficient information. It is considered that shareholders should be provided with sufficientbiographical information on candidates, in order to make an informed assessment on the candidates’ independence and profile. There is insufficient independentrepresentation on the Board.

Vote Cast: Oppose

4.1. Elect Jeong Doh-jin as a Member of Audit CommitteeThe biographical information disclosed on this candidate is considered to be insufficient. Regardless of the level of independence on the Board, this is considered aserious lack of information. Opposition is recommended.

Vote Cast: Oppose

5. Approve Total Remuneration of Inside Directors and Outside DirectorsThere is insufficient disclosure of meeting materials in a timely manner to provide an informed vote. Support cannot be recommended.

Vote Cast: Abstain

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6. Approve Equity Grant to Executive DirectorThere is insufficient disclosure of meeting materials in a timely manner to provide an informed vote. Support cannot be recommended.

Vote Cast: Abstain

7. Approve Equity Grant to Executive DirectorThere is insufficient disclosure of meeting materials in a timely manner to provide an informed vote. Support cannot be recommended.

Vote Cast: Abstain

8. Approve Terms of Retirement PayThere is insufficient disclosure of meeting materials in a timely manner to provide an informed vote. Support cannot be recommended.

Vote Cast: Abstain

KB FINANCIAL GROUP AGM - 23-03-2019

1. Approve Financial Statements and Allocation of IncomeDisclosure is considered adequate and was made available sufficiently before the meeting. However, the financial statements do not appear to have been audited andcertified.On these grounds, abstention is recommended.

Vote Cast: Abstain

2. Amend Articles of IncorporationThe Board proposes to amend the Articles. The Company has not disclosed details regarding the amendment. When proposing amendments to the Articles, it isexpected that Companies disclose a comparative version of the Articles, before and after the amendments. Therefore, opposition is recommended based on lack ofdisclosure.

Vote Cast: Oppose

6. Approve Fees Payable to the Board of DirectorsNo proposal is available at the present time. As per market practice, the proposed remuneration is likely to be made available only at the meeting.Although this is a common practice for a standard item in this market, support will not be suggested for resolutions concerning remuneration when sufficient informationhas not been made available for shareholders in sufficient time prior to the meeting, as such practice prevents shareholders from reaching an informed decision.Abstention from voting this resolution is recommended.

Vote Cast: Abstain

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MINAS BUENAVENTURA SA AGM - 25-03-2019

5. Approve Policy on Fees Payable to the Board of DirectorsIt is proposed to approve the annual compensation payable to the Board of Directors: in line with the Articles, directors’ remuneration should not exceed 4% of theprofits obtained in each fiscal year after having deducted the employees’ profit sharing, the taxes, the reinvestment of profits with tax benefits and the legal reserve.Once approved the final remuneration amount is to be ratified by the Annual Shareholders’ Meeting, upon approval of the balance sheet, the taxes, the reinvestmentof profits with tax benefits and the legal reserve. It is proposed that remuneration for each Board Member will not exceed USD 300,000 or be less than USD 150,000;even in the cases of annual exercises in which profits are not obtained.It is considered that non-executive directors should receive only fixed fees, as variable compensation may align them with short-term interests and not with long-termsupervisory duties. On this basis, opposition is recommended.

Vote Cast: Oppose

6. Approve Fees Payable to the Board of Directors in 2019It is proposed that remuneration for each Board Member will not exceed USD 300,000 or be less than USD150,000.It is considered that non-executive directors should receive only fixed fees, as variable compensation may align them with short-term interests and not with long-termsupervisory duties. On this basis, opposition is recommended.

Vote Cast: Oppose

7. Appoint the AuditorsEY proposed. An adequate break-down of the nature of non-audit fees is not provided, which makes the assessment of auditor’s independence based on the non-auditfee impossible. The current auditor has been in place for more than ten years. There are concerns that failure to regularly rotate the audit firm can compromise theindependence of the auditor.

Vote Cast: Oppose

SHISEIDO CO LTD AGM - 26-03-2019

3.1. Elect Uno AkikoNewly nominated Inside Corporate Auditor. Not considered to be independent. Opposition is recommended.

Vote Cast: Oppose

SKANDINAVISKA ENSKILDA BANKEN (SEB) AGM - 26-03-2019

14.A1. Re-elect Johan H. AndresenIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments. Abstention is recommended.

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Vote Cast: Abstain

14.A3. Re-elect Samir BrikhoNon-Executive Director. Not considered independent as as the director has been CEO and in the Group Executive Committee of ABB. A company which the InvestorAB has a significant interest. There is insufficient independent representation on the Board. Opposition is recommended.

Vote Cast: Oppose

14.A4. Re-elect Winnie FokNon-Executive Director. Not considered independent as she is Senior Advisor to the Wallenberg Foundation and a former advisor to Investor AB. Investor AB is aWallenberg family holding and the major shareholder in the Company. There is insufficient independent representation on the Board. Opposition is recommended.

Vote Cast: Oppose

14.A10. Elect Anne BernerIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments. Abstention is recommended.

Vote Cast: Abstain

15. Appoint the AuditorsPwC proposed. Non-audit fees represented 68.97% of audit fees during the year under review and 60.47% on a three-year aggregate basis. This level of non-auditfees raises major concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor. Opposition is recommended.

Vote Cast: Oppose

16. Approve Remuneration PolicyIt is proposed to approve the remuneration policy. Variable remuneration appears to be consistently capped, and the payout is in line with best practice. However, theCompany has not disclosed quantified targets for the performance criteria of its variable remuneration component, which as a s consequence may lead to overpaymentagainst underperformance. In addition, there are no claw back clauses in place over the entirety of the variable remuneration component which makes it unlikely thatshareholders will be able to reclaim any variable remuneration unfairly paid out. On these bases, opposition is recommended.

Vote Cast: Oppose

17.A. Approve New 2019 Long Term Incentive Plan for all employeesThe company wishes to retain and attract committed and competent employees who contribute to the long-term success of the bank. The award is granted based onthe employee reaching pre-determined targets including return on equity, cost development, non-financial targets and customer satisfaction. Half of the award will bedistributed in cash while the other half will be distributed in deferred equity for three years. If the total outcome of the AEP falls below 20% then the total outcome willbe paid in cash without deferral. The targets for the award are not adequately disclose which is not best practice therefore it is recommended oppose.

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Vote Cast: Oppose

17.B. Approve the New 2019 Long Term Equity Plan for Group Executive Committee, Other Senior Managers and Key EmployeesThe Share Deferral Programme is for the group executive committee, other senior managers and key employees. The targets for the programme is set on an annualbasis and consists of a combination of financial target Return on Equity/Return on Business Equity, cost development as well as on e.g. customer satisfaction and otherparameters such as compliance, employee commitment and corporate sustainability. Half of the share rights is awarded after a qualification period of three years whilethe other half is granted after a qualification period of five years. After each respective qualification period employees are required to hold the award for an additionalyear. Best practice requires employees to hold the shares for up to two years after it has been awarded. The targets for the programme are not quantified which is alsonot best practice. Therefore it is recommended to oppose the plan.

Vote Cast: Oppose

17.C. Approve the New 2019 Long Term Equity Plan for Other Than Senior Managers in Certain Business UnitsIn order to comply with new regulations implemented in EU and Sweden the bank propose a Restricted Share Programme. This will be awarded based on theselected employees reaching pre-determined Group, business unit and individual targets as outlined in the banks business plan. The share rights are distributed to theparticipants during a three year period in annual instalments. After the rights have been awarded there is an additional holding period of one year before the sharescan be converted into shares and transferred to the participants. Best practice requires employees to hold the shares for up to two years after it has been awarded.Therefore it is recommended to oppose the plan.

Vote Cast: Oppose

18.A. Authorise Share RepurchaseIt is proposed to authorise the Board to purchase Company’s shares until next AGM. The repurchase is limited to 1 % of share capital which meets guidelines. Howeverthis resolution will not be supported unless the Board has set forth a clear, cogent and compelling case demonstrating how the authority would benefit long-termshareholders. As no clear justification was provided by the Board, an oppose vote is recommended.

Vote Cast: Oppose

18.B. Approve Issue of Shares for Long-Term Equity PlanAuthority sought to allow the Board to repurchase and use capital stock within legal boundaries. The authority exceeds 5% of the share capital. In addition the resolutionwill not be supported unless the Board has set forth a clear, cogent and compelling case demonstrating how the authority would benefit long-term shareholders. As noclear justification was provided by the Board, an oppose vote is recommended.

Vote Cast: Oppose

18.C. Approve Issue of Shares for the 2019 Long-Term Equity PlanIt is proposed to authorise the Board to purchase Company’s shares until next AGM. This resolution will not be supported unless the Board has set forth a clear, cogentand compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, an oppose vote isrecommended.

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Vote Cast: Oppose

FORTUM OYJ AGM - 26-03-2019

15. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 94.12% of audit fees during the year under review and 38.59% on a three-year aggregate basis. This level of non-auditfees raises major concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor. Opposition is recommended.

Vote Cast: Oppose


Vote Cast: Oppose

17. Issue Shares for CashAuthority to issue shares without pre-emptive rights is proposed for less than 10% of the current share capital. However; the duration of the authority exceeds 12months. It is considered that shareholders should have the occasion to vote on such resolutions annually. Opposition is recommended.

Vote Cast: Oppose

18. Approve Charitable DonationsIt is proposed that the Board of Directors to authorized to decide on contributions in the total amount of EUR 500,000 for charitable or similar purposes and to decide onthe recipients of the contributions. There is no a clear statement if there is a relation between the recipients of the donations and the company based on this oppositionis recommended.

Vote Cast: Oppose

FIBRA PROLOGIS PROPERTY MEXICO AGM - 26-03-2019


Vote Cast: Abstain

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2. Approve Annual Report of TrustThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

3. Elect or Ratify Directors and Alternates of Trust Technical CommitteeThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

4. Approve Remuneration of Independent Members and Alternates of Trust Technical CommitteeThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

SK TELECOM CO LTD AGM - 26-03-2019


Vote Cast: Abstain

3. Approve Equity Grant to Executive DirectorIt is proposed to approve the stock options for nthe executives of the Company. The number of shares which shall be distribute are 5,447 on the price of KRW 265,260per share. The period of excersise is from February 23, 2021 to February 22, 2024. The purpose of the program is to the interests of SK Telecom’s management andshareholders in increasing the value of the company.It is considered that Directors should align their interests with the company by purchasing shares off the market,rather than through a grant. In addition there is insufficient English disclosure of the remuneration policy of the Company concerning the Executives Directors. Basedon this an abstention vote is recommended.

Vote Cast: Abstain

4. Approve Equity Grant to Non-Executive DirectorIt is proposed to approve the grant of equity to the Non-Executive Directors of the Board. The shares which shall be distributed are 5,477 shares in the price of KRW265,260 with an excersise period from February 23, 2021 to February 22, 2024.There is insufficient disclosure in the English language for the share option program,and

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it is therefore unclear if the shares are part of fixed or variable remuneration. Variable remuneration for members of the Board of Directors is against best practise ofCorporate Governance. Based on this opposition is recommended.

Vote Cast: Oppose

7. Approve Fees Payable to the Board of DirectorsNo proposal is available at the present time. As per market practice, the proposed remuneration is likely to be made available only at the meeting.Although this is a common practice for a standard item in this market, support will not be suggested for resolutions concerning remuneration when sufficient informationhas not been made available for shareholders in sufficient time prior to the meeting, as such practice prevents shareholders from reaching an informed decision.Abstention from voting this resolution is recommended.

Vote Cast: Abstain

HICL INFRASTRUCTURE COMPANY LIMITED EGM - 26-03-2019

4. Increase the period of notice for non-fault termination of the investment management arrangements in respect of HICL UK with ICPL to thirty six (36) monthsAuthority sought to increase the period of notice for non-fault termination of the investment management arrangements in respect of HICL UK with ICPL from twelvemonths to thirty six (36) months. It is also proposed to reduce the Acquisition Fee paid to ICPL for new acquisitions from 1% to 0.5%. The Company states thatNotice Amendment is desirable for both HICL UK and ICPL as it recognises that the success of HICL UK, and the fulfilment of the investment proposition of deliveringstable income to Shareholders, depends on the long-term performance and management of the portfolio’s assets. The Notice Amendment contributes to promoting thealignment and stability of HICL UK’s management and the retention of its embedded operating knowledge of the assets, in an increasingly challenging environment.The Board and ICPL have also agreed that a reduction in the Acquisition Fee would represent further evidence of improved long-term alignment between HICL UK andits management.It is considered that the notice period of the Investment Manager should not exceed twelve months. The proposed notive of thirty six months is considered excessive.An oppose vote is recommended.

Vote Cast: Oppose

JYSKE BANK AGM - 26-03-2019

E1.9. Reelect Elsebeth Lynge as Member of Committee of RepresentativesIt is proposed to re-elect Elsebeth Lynge to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the Boardif the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

B.2 . Initiate Share Repurchase Program and Approve Omission of DividendsShareholder Jørgen Thulesen proposes to the Supervisory Board to purchase Company’s shares until next AGM. This resolution will not be supported unless the

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Board has set forth a clear, cogent and compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was providedby the Board, an oppose vote is recommended.

Vote Cast: Oppose

C. Authorise Share RepurchaseIt is proposed to authorise the Board to purchase Company’s shares until next AGM. This resolution will not be supported unless the Board has set forth a clear, cogentand compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, an oppose vote isrecommended.

Vote Cast: Oppose

D.2. Approve the Remuneration of the Nomination Committee (of Shareholders)It is proposed to adjust the remuneration of the Shareholders’ Representatives. However, the Company has not disclosed quantified targets or performance criteria forits variable remuneration component, which may lead to overpayment against underperformance. In addition, there are no claw back clauses in place over the entiretyof the variable remuneration component, which makes is unlikely for shareholders to reclaim that variable remuneration unfairly paid out. On these bases, oppositionis recommended.

Vote Cast: Oppose

D.3. Approve Fees Payable to the Supervisory Board in 2019The Board seeks shareholders’ approval to adjust the remuneration of the Supervisory Board members. The level of the remuneration has not been quantified, an voteoppose is recommended.

Vote Cast: Oppose

E.1.1. Reelect Anker Laden-Andersen as Member of Committee of RepresentativesIt is proposed to re-elect Anker Laden-Andersen to the Shareholders Committee. There are concerns over this nomination process and the level of independence onthe Board if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.1.2. Reelect Annie Christensen as Member of Committee of RepresentativesIt is proposed to re-elect Annie Christensen to the Shareholders Committee. There are concerns over this nomination process and the level of independence on theBoard if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.1.3. Reelect Axel Orum Meier as Member of Committee of RepresentativesIt is proposed to re-elect Axel Orum Meier to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the

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Board if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.1.4. Reelect Birthe Christiansen as Member of Committee of RepresentativesIt is proposed to re-elect Birthe Christiansen to the Shareholders Committee. There are concerns over this nomination process and the level of independence on theBoard if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.1.5. Reelect Bo Bjerre as Member of Committee of RepresentativesIt is proposed to re-elect Bo Bjerre to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the Board if themajority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.1.6. Reelect Bo Richard Ulsoe as Member of Committee of RepresentativesIt is proposed to re-elect Bo Richard Ulsoe to the Shareholders Committee. There are concerns over this nomination process and the level of independence on theBoard if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.1.7. Reelect Christian Dybdal Christensenas Member of Committee of RepresentativesIt is proposed to re-elect Christian Dybdal Christensen to the Shareholders Committee. There are concerns over this nomination process and the level of independenceon the Board if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.1.8. Reelect Claus Larsen as Member of Committee of RepresentativesIt is proposed to re-elect Claus Larsen to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the Boardif the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.110. Reelect Erling Sorensen Member of Committee of RepresentativesIt is proposed to re-elect Erling Sorensen to the Shareholders Committee. There are concerns over this nomination process and the level of independence on theBoard if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

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E.111. Reelect Ernst Kier as Member of Committee of RepresentativesIt is proposed to re-elect Ernst Kier to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the Board ifthe majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.112. Reelect Finn Langballe as Member of Committee of RepresentativesIt is proposed to re-elect Finn Langballe to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the Boardif the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.113. Reelect Hans Mortensen as Member of Committee of RepresentativesIt is proposed to re-elect Hans Mortensen to the Shareholders Committee. There are concerns over this nomination process and the level of independence on theBoard if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.114. Reelect Henning Fuglsang as Member of Committee of RepresentativesIt is proposed to re-elect Henning Fuglsang to the Shareholders Committee. There are concerns over this nomination process and the level of independence on theBoard if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.115. Reelect Jan Bjaerren as Member of Committee of RepresentativesIt is proposed to re-elect Jan Bjaerren to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the Board ifthe majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.116. Reelect Jan Hojmark as Member of Committee of RepresentativesIt is proposed to re-elect Jan Hojmark to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the Board ifthe majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.117. Reelect Jens Gadensgaard Hermann as Member of Committee of RepresentativesIt is proposed to re-elect Jens Gadensgaard Hermann to the Shareholders Committee. There are concerns over this nomination process and the level of independenceon the Board if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

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Vote Cast: Abstain

E.118. Reelect Jens Jorgen Hansen as Member of Committee of RepresentativesIt is proposed to re-elect Jens Jorgen Hansen, to the Shareholders Committee. There are concerns over this nomination process and the level of independence on theBoard if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.119. Reelect Keld Norup as Member of Committee of RepresentativesIt is proposed to re-elect Keld Norup to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the Board ifthe majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.120. Reelect Kirsten Ishoj as Member of Committee of RepresentativesIt is proposed to re-elect Kirsten Ishoj to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the Board ifthe majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.121. Reelect Lars Peter Rasmussen as Member of Committee of RepresentativesIt is proposed to re-electLars Peter Rasmussen to the Shareholders Committee. There are concerns over this nomination process and the level of independence onthe Board if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.122. Reelect Lone Fergadis as Member of Committee of RepresentativesIt is proposed to re-elect Lone Fergadis to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the Boardif the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.123. Reelect Palle Buhl Jorgensen as Member of Committee of RepresentativesIt is proposed to re-elect Palle Buhl Jorgensen to the Shareholders Committee. There are concerns over this nomination process and the level of independence on theBoard if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.124. Reelect Peder Philipp as Member of Committee of RepresentativesIt is proposed to re-elect Peder Philipp to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the Board

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if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.125. Reelect Poul Konrad Beck as Member of Committee of RepresentativesIt is proposed to re-elect Poul Konrad Beck to the Shareholders Committee. There are concerns over this nomination process and the level of independence on theBoard if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.126. Reelect Preben Mehlsen as Member of Committee of RepresentativesIt is proposed to re-elect Preben Mehlsen to the Shareholders Committee. There are concerns over this nomination process and the level of independence on theBoard if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.127. Reelect Preben Norup as Member of Committee of RepresentativesIt is proposed to re-elect Preben Norup to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the Boardif the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended

Vote Cast: Abstain

E.128. Reelect Steffen Knudsen as Member of Committee of RepresentativesIt is proposed to re-elect Steffen Knudsen to the Shareholders Committee. There are concerns over this nomination process and the level of independence on theBoard if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.129. Reelect Stig Hellstern as Member of Committee of RepresentativesIt is proposed to re-elect Stig Hellstern to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the Boardif the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.130. Reelect Susanne Dalsgaard Provstgaard as Member of Committee of RepresentativesIt is proposed to re-elect Susanne Dalsgaard Provstgaard to the Shareholders Committee. There are concerns over this nomination process and the level ofindependence on the Board if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

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E.131. Reelect Sven Buhrkall as Member of Committee of RepresentativesIt is proposed to re-elect Sven Buhrkall to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the Boardif the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.132. Reelect Soren Nygaard as Member of Committee of RepresentativesIt is proposed to re-elect Soren Nygaard to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the Boardif the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.133. Reelect Tom Amby as Member of Committee of RepresentativesIt is proposed to re-elect Tom Amby to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the Board ifthe majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.134. Reelect Tonny Vinding Moller as Member of Committee of RepresentativesIt is proposed to re-elect Tonny Vinding Moller to the Shareholders Committee. There are concerns over this nomination process and the level of independence on theBoard if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.135. Reelect Birgitte Haurum as Member of Committee of RepresentativesIt is proposed to re-elect Birgitte Haurum to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the Boardif the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.136. Reelect Hans Chr. Schur as Member of Committee of RepresentativesIt is proposed to re-elect Hans Chr. Schur to the Shareholders Committee. There are concerns over this nomination process and the level of independence on theBoard if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.137. Reelect Kristina Skeldal Sorensen as Member of Committee of RepresentativesIt is proposed to re-electKristina Skeldal Sorensen to the Shareholders Committee. There are concerns over this nomination process and the level of independence onthe Board if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

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Vote Cast: Abstain

E.138. Reelect Peter Thorsen as Member of Committee of RepresentativesIt is proposed to re-elect Peter Thorsen to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the Boardif the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.139. Reelect Bente Overgaard as Member of Committee of RepresentativesIt is proposed to re-elect Bente Overgaard to the Shareholders Committee. There are concerns over this nomination process and the level of independence on theBoard if the majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.140. Reelect Per Schnack as Member of Committee of RepresentativesIt is proposed to re-elect Per Schnack to the Shareholders Committee. There are concerns over this nomination process and the level of independence on the Board ifthe majority of the Board of Directors is selected from the Shareholder Committee members. Abstention is thus recommended.

Vote Cast: Abstain

E.2.1. Elect Rina Asmussen to the Supervisory BoardNon-Executive Director. Not considered independent as the director is considered to be connected with a significant shareholder BRFfonden. There is insufficientindependent representation on the Board. In this instance, oppose is not a valid voting option, therefore, a vote to abstain is recommended.

Vote Cast: Abstain

E2.2. Elect Per Schnack to the Supervisory BoardThe biographical information disclosed on this candidate is considered to be insufficient. Regardless of the level of independence on the Board, this is considered aserious lack of information. In this instance, oppose is not a valid voting option, therefore, a vote to abstain is recommended.

Vote Cast: Abstain

F. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 20.00% of audit fees during the year under review and 14.29% on a three-year aggregate basis. This level of non-auditfees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There areconcerns that failure to regularly rotate the audit firm can compromise the independence of the auditor. As it is not possible to oppose in this market a vote to abstainis recommended.

Vote Cast: Abstain

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KAO CORPORATION AGM - 26-03-2019

3.1. Elect Aoki HidekoNewly nominated Inside Corporate Auditor. Not considered to be independent. Opposition is recommended.

Vote Cast: Oppose

ASAHI GROUP HOLDINGS LTD AGM - 26-03-2019

4.2. Elect Okuda YoshihideNewly nominated Inside Corporate Auditor. Not considered to be independent. Opposition is recommended.

Vote Cast: Oppose

6. Approve Compensation Ceiling for Statutory AuditorsIt is proposed to approve the revision of the total amount of remuneration for the auditors to an annual amount of up to 140 million from 120 million. The increase isconsidered to be excessive and has not been adequately justified by the Company. Opposition is recommended.

Vote Cast: Oppose

7. Approve Trust-Type Equity Compensation PlanThe Company is seeking to make amendments to the existing Performance-Linked Stock Compensation Plan for executive directors. The revision of the schemeinvolves the implementation of a points system used to determine the number of shares to be granted to each director. In addition, the Company will adopt a StockDistribution Trust for Officers structure where the Company will create a trust by contributing cash, the Trust will acquire shares of the Company, and then distributethese shares to eligible Directors.LTIP schemes are not considered an effective means of incentivising performance and are inherently flawed. There is the risk that they are rewarding volatility ratherthan the performance of the company. They are acting as a complex and opaque hedge against absolute company underperformance and long-term share price falls.They are also a significant factor in reward for failure.

Vote Cast: Oppose

8. Shareholders’ ProposalThe proponent has put forward a proposal to elect Kazuo Hashimoto as an Audit & Supervisory Board Member. The Board believes it is against the Company’s bestinterest to appoint the director as he engages wilfully in illegal acts at amakudari. In addition, the Board believes that the the Audit & Supervisory Board is to becomposed of suitable persons reflectingthe requirements of Directors and Audit & Supervisory Board Members derived from the Companys policies. The proponentsinformation and reasoning behind their stance has not been disclosed. It is not considered best practice to support the election of a member to the Audit & SupervisoryBoard given the limited disclosure. Opposition is recommended.

Vote Cast: Oppose

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NILFISK HOLDINGS AGM - 26-03-2019

5. Discharge the BoardApproval is sought to release of the members of the Board on account of their activities in the year under review. Concerns are identified as the Company hasnot appointed a Data Protection Officer or discussed the General Data Protection Regulation (GDPR). Under the GDPR, it is mandatory for certain controllers andprocessors to designate a Data Protection Officer (DPO). It is considered that boards should ensure that risk assessment (including data protection and cyber risk)is complete for the entire organisation, and that appropriate security is provided for each type of data under use. Although applicable only from 25 May 2018, itis considered that directors should be considered accountable for this lack of discussion and relevant appointment: abstention to their discharge is recommended.Support cannot therefore be recommended.

Vote Cast: Abstain

7b. Re-elect Lars Sandahl Sorensen as DirectorNon-Executive Director. Not considered independent as the director is Member of the Board of NKT A/S and has a cross directorship with another director. There isinsufficient independent representation on the Board. Therefore a vote abstain is recommended.

Vote Cast: Abstain

7a. Re-elect Jens Due Olsen as DirectorNon-Executive Director. Not considered independent as the director is Chair of the Board of NKT A/S and has a cross directorship with another director. There isinsufficient independent representation on the Board. Therefore a vote abstain is recommended.

Vote Cast: Abstain

7c. Reelect Jutta af Rosenborg as DirectorNon-Executive Director. Not considered independent as the director is Member of the Board of NKT A/S and has a cross directorship with another director. There isinsufficient independent representation on the Board. Therefore a vote abstain is recommended.

Vote Cast: Abstain

7g. Elect Thomas Lau Schleicher as New DirectorNon-Executive Director. Not considered independent as the director is considered to be connected with a significant shareholder KIRKBI A/S. There is insufficientindependent representation on the Board. A vote abstain is recommended.

Vote Cast: Abstain

8. Appoint Deloitte as AuditorDeloitte proposed. Non-audit fees represented 100.00% of audit fees during the year under review and 141.38% on a three-year aggregate basis. This level of

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non-audit fees raises major concerns about the independence of the statutory auditor. The date of appointment of the current audit firm is undisclosed, meaning thelength of tenure is not known. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Abstain

NON-STANDARD FINANCE PLC EGM - 26-03-2019

1. Issue Shares with Pre-emption Rights for the Purpose of Financing an Acquisition or Other Capital InvestmentThe Board is seeking approval to issue shares with Pre-emption Rights up to an amount of GBP 113,546,769, for the purpose of the offer to NSF. Backround andRationale: On 22 February 2019 the Company announced the proposed Acquisition of Provident Financial by a way of a reserve take over , in which each ProvidentFinancial Shareholder entitled to receive 8.88 New Ordinary Shares for each Provident Financial Share under the terms of the Offer The Acquitision in the view of theBoard is an opportinity to create shareholder valueb and improve costumers outcome. More importanly the Board of NSF beleives that the transaction will: 1) establishthe Enlarged Group as a leading non-standard finance provider, 2) The combined business under the leadership of the highly-experienced NSF management teamwill create shareholder value, 3) Deliver more attractive shareholders return, 4) Simplify the businness portfolio with the sale of Moneybarn, the demerger of Loans atHome and the sale of Satsuma, 4) Offer a broad product range for the costumers of the Company, 5) Restore the Company’s culture in the field of positive customeroutcomes, 6) Create best-in-class regulatory practices and relationships to each of Provident Financial’s businesses as part of the Enlarged Group.The Offer: Based on the closing prices of the Ordinary shares of the provident Financial at 21 February 2019, the Offer value each share at GBP 511 pence and theentire issued and to be issued ordinary share capital of Provident Financial at approximately GBP 1.3 billion. the porpuse of the Acquisition is for the NSF to acquirecontrol of the entire equity interest in Provident Financial. Following the completation 2,248,782,185 new ordinary shares will be issued and 87.7% will be ownedby Provident Financial Shareholders. The time of the Demerger is subject to further consideration and is considered that will take place after the conclusion of theoffer.Following Completion, the Enlarged Group will include a number of different businesses of the historic Provident Financial Group. Some of these businesses haveclear counterparts within the NSF Group, however others like Moneybarn and Satsuma do not; NSF views both Moneybarn and Satsuma as non-core to the futurestrategy of the Enlarged Group. NSF Board intends to sell Moneybarn in a competitive auction process, to be launched following Completion and sell or close theSatsuma.Recommendation: The authority have adequately justified the merger of the Company and the benefits the shareholders will acquire if the offer is approved. Howeverthere is insufficient independence on the Board of Directors. Indepence in the Board is required in order the proposal be taken with the appropriate independence ofjudgement and oversight. Based on this an abstention vote is recommended.

Vote Cast: Abstain

SIAM CEMENT PCL AGM - 27-03-2019

4.3. Elect Pasu DecharinIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments.

Vote Cast: Abstain

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4.4. Elect Parnsiree AmatayakulNon-Executive Director. Not considered independent as the director is considered to be connected with a controlling shareholder. There is insufficient independentrepresentation on the Board.

Vote Cast: Oppose

5. Appoint the Auditors and Allow the Board to Determine their RemunerationKPMG proposed. Non-audit fees represented 31.47% of audit fees during the year under review and 28.74% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. The date of appointment of the current audit firm is undisclosed, meaning the length oftenure is not known. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Abstain

6. Approve Fees Payable to the Board of DirectorsIt is proposed to approve the amount of the variable compensation payable to the Board of Directors for the past business year. Non-Executive Directors receive avariable component on top of their fees. It is considered that non-executive directors should receive only fixed fees, as variable compensation may align them withshort-term interests and not with long-term supervisory duties. On this basis, opposition is recommended.

Vote Cast: Oppose

REDROW PLC EGM - 27-03-2019

6. Issue Shares for Cash for the Purpose of Financing an Acquisition or Other Capital InvestmentThe Board is seeking approval to issue up to an additional 5% of the Company’s issued share capital for cash for use only in connection with an acquisition or aspecified capital investment. This resolution is a renewal of the authority put forward at the previous AGM. Such a proposal is not supported as it is considered that the5% limit sought under the general authority above is sufficient. Best practice would be to seek a specific authority from shareholders in relation to a specific transactionsif such situation arises. As this is not the case, an oppose vote is therefore recommended.

Vote Cast: Oppose

LS CORP AGM - 27-03-2019


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Vote Cast: Abstain


Vote Cast: Abstain

3. Approve Total Remuneration of Inside Directors and Outside DirectorsThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

SHINHAN FINANCIAL GROUP LTD AGM - 27-03-2019

2. Amend ArticlesShareholder approval is sought to revise the Articles of Incorporation. It is stated that this is a clarification of the existing Articles of IncorporationThe Company wishesto revise Articles 11, 20, 4, 10, 16, 19, 19-2, 23-2, 36, 51, 52 & 56. Articles 11, 20, 23-2 govern the creation of contingent convertible capital securities. The proposedamendments to Articles 11, 20, 23-2 are intended to clarify what types of contingent convertibles the board is authorised to issue. Many of the proposed amendmentsare adminstrative, and proceedural in nature. However the addition of Article 23-2, and the proposed amendments to clarify the boards authority on the issuance ofcontingent convertable secuirties is considered to be inappropriate, as shareholders should have been given the opportunity to vote on these amendments seperately.

The amendments to Articles 11, 20, 23- stipulate that the maximum issue amount of contingent convertible capital securities is to be aggregated with a sum ofthe maximum issue amount of convertible bonds and convertible stocks. In addition the proposed amendment to Article 36, expressly stipulates a new section toaddress the quorum requirement for a meeting of the board of directors in case of a shortage of Outside Directors. Such clarification is welcomed.

However the use of Contingent Convertible Securities (CCS) is not considered appropriate as CCSs put investors at significant risk of dilution in the event thatconversion occurs. CCSs are relatively new instruments and there are concerns that CCSs may create a situation which whilst converting some debt to equity actuallydisincentivises equity investors from putting more new funds in to banks via rights issues, due to the dilutive effect of the conversion taking away much, or some, of thepremium that would ordinarily accrue to shareholders. Previous events at Deutsche Bank and also Banco Popular have led to others voicing their concerns about thedestabilising effect of CCSs on both the CCS price and the share price.

The clarification, of the quorum required for the establishment of a duly convened board and the limits on the board’s authority to issue CCS, are in general welcomed.The Articles already grant authority to the board to issue CCSs, and the proposed amendments are intended to clarify the authority of the board, however given theconcerns expressed about CCSs, an abstention is recommended.

Vote Cast: Abstain

3.1. Elect Jin Ok-dongNewly appointed Executive Director. After this meeting, there will be no female directors on the Board, and the Company has not disclosed gender diversity targets.

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Regardless of the level of independence, it is considered that it is the responsibility of the most senior Board members, and members of the Nomination Committee, toensure that there is adequate gender diversity on the Board. Although there are no specific legal requirements or recommendations in this market, it is considered thatcompanies should not rely on minimum standards, but aim to best practice, including in gender diversity. Opposition is recommended.

Vote Cast: Oppose

3.2. Elect Park An-soonIndependent Non-Executive Director. Member of the Nomination Committee. After this meeting, there will be no female directors on the Board, and the Companyhas not disclosed gender diversity targets. Regardless of the level of independence, it is considered that it is the responsibility of the most senior Board members,and members of the Nomination Committee, to ensure that there is adequate gender diversity on the Board. Although there are no specific legal requirementsor recommendations in this market, it is considered that companies should not rely on minimum standards, but aim to best practice, including in gender diversity.Opposition is recommended.

Vote Cast: Oppose

3.3. Elect Park CheulNon-Executive Chairman and Chair of the Nomination Committee. After this meeting, there will be no female directors on the Board, and the Company has not disclosedgender diversity targets. Regardless of the level of independence, it is considered that it is the responsibility of the most senior Board members, and members of theNomination Committee, to ensure that there is adequate gender diversity on the Board. Although there are no specific legal requirements or recommendations in thismarket, it is considered that companies should not rely on minimum standards, but aim to best practice, including in gender diversity. Opposition is recommended.

Vote Cast: Oppose

SIEMENS GAMESA RENEWABLE ENERGY SA AGM - 27-03-2019

11. Appoint the AuditorsEY proposed. Non-audit fees represented 0.00% of audit fees during the year under review and 1.42% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor. Based on this abstention is recommended.

Vote Cast: Abstain

12. Approve Remuneration PolicyIt is proposed to approve the remuneration policy with a binding vote. Although variable remuneration appears to be consistently capped, there are still excessivenessconcerns as variable remuneration can potentially exceed 200% of salary. However, the Company has not disclosed quantified targets or performance criteria for itsvariable remuneration component, which may lead to overpayment against underperformance. There are claw back clauses in place over the entirety of the variableremuneration, which is welcomed. On balance, abstention is recommended.

Vote Cast: Abstain

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13. Amend Restricted Stock PlanThe Board proposes the approval of a new executive incentive plan. Under the plan, participants will be allotted shares or rights to shares. Performance targets havenot been quantified at this time. which makes an informed assessment impossible and may lead to (partial) payment against (partial) failure.LTIP based schemes are inherently flawed. There is the risk that they are rewarding volatility rather than the performance of the Company (creating capital and - lawful- dividends). They act as a complex and opaque hedge against absolute Company underperformance and long-term share price falls. They are also a significant factorin reward for failure. Opposition is recommended.

Vote Cast: Oppose

15. Advisory Vote on Remuneration ReportIt is proposed to approve the annual report on remuneration of Executive and Non-Executive Directors with an advisory vote. The Company discloses all elements ofremuneration for Executives and Non-Executives. The payout is in line with best practice, under 200% of the fixed salary. However, the Company has not fully disclosedquantified targets against which the achievements and the corresponding variable remuneration has been calculated. Although a common practice in this market asthis is deemed to be sensitive information, it prevents an accurate assessment and may lead to overpayment against underperformance. It is noted that, there are clawback clauses in place over the entirety of the variable remuneration component. Due to lack of disclosure, opposition is recommended.

Vote Cast: Oppose

ERICSSON AGM - 27-03-2019

11.6. Elect Kurt JofsNon-Executive Director. There are concerns over the director’s potential aggregate time commitments, an abstain vote is recommended.

Vote Cast: Abstain

16. Approve Remuneration Guidelines for Group ManagementIt is proposed to approve the remuneration policy. Variable remuneration does not seem to be consistently capped and as such there are excessiveness concerns asthe total potential variable remuneration may exceed 200% of the salary. In addition, the Company has not disclosed quantified targets for the performance criteriafor its variable remuneration component, which as a consequence may lead to overpayment against underperformance. In addition, there are no claw back clauses inplace over the entirety of the variable remuneration component which makes it unlikely that shareholders will be able to reclaim any variable remuneration unfairly paidout. On these grounds, opposition is recommended.

Vote Cast: Oppose

17.1. Approve Long Term Variable Compensation Program 2019 (LTV 2019)It is proposed to approve a new unchanged long term incentive plan for 2019. The Company has not disclosed the performance criteria for the allocation of incentives,and as such there are concerns that it may overpay for underperformance. In addition, LTIPs are not considered an effective means of incentivising performance.These schemes are not considered to be properly long term and are subject to manipulation due to their discretionary nature. Opposition is recommended.

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Vote Cast: Oppose

17.2. Transfer of the Treasury Stock for the LTV 2019The board wishes to transfer stocks to cover payments in relation to the Long term Variable Compensation Programs 2019. The total transfer will be restricted to2,200,000 B shares in the Company. There are potential concerns over total dilution of shares in the Company. As it is recommended to oppose the LTV 2019, it isalso recommended to oppose this resolution.

Vote Cast: Oppose

17.3. Approve Swap Agreement with Third Party in Relation to the LTV 2019The Board seeks for approval in case required majority for resolution 17.2 is not reached, to outsource the financial exposure of the LTV 2019 Plan to a third party thatshall, in its own name, acquire and transfer shares in the Company to employees. Opposition is recommended as there are concerns on the Plan for which the Boardis seeking to finance.

Vote Cast: Oppose

20. Shareholder Resolution: Present a Proposal on Equal Voting RightsLack of disclosure.

Vote Cast: Abstain


Vote Cast: Oppose

GREEN CROSS HOLDINGS CORP AGM - 27-03-2019


Vote Cast: Abstain


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Vote Cast: Abstain

3. Elect Three Inside DirectorsThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

4. Approve Fees Payable to the Inside Directors and Outside DirectorsThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

5. Allow the Board to Determine the Auditor’s RemunerationThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

TRELLEBORG AB AGM - 27-03-2019

14. Approve Remuneration PolicyIt is proposed to approve the remuneration policy. Variable remuneration appears to be consistently capped, and the payout is in line with best practice. However, theCompany has not disclosed quantified targets for the performance criteria of its variable remuneration component, which as a s consequence may lead to overpaymentagainst underperformance. In addition, there are no claw back clauses in place over the entirety of the variable remuneration component which makes it unlikely thatshareholders will be able to reclaim any variable remuneration unfairly paid out. On balance, opposition is recommended.

Vote Cast: Oppose

KOREA GAS CORP AGM - 27-03-2019


Vote Cast: Abstain

2. Approve Fees Payable to the Board of DirectorsThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

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3. Amend Articles of IncorporationThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

RM PLC AGM - 27-03-2019

9. Appoint the AuditorsKPMG proposed. No non-audit fees were paid during the year under review, and on a three year aggregate basis non-audit fees represent 21.78% of audit fees.Thislevel of non-audit fees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years.There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor. Abstain vote is recommended.

Vote Cast: Abstain


Vote Cast: Oppose


Vote Cast: Oppose

17. Approve Performance Share PlanThe Board proposes the approval of a new incentive plan. Under the plan, the CEO and other executives will be awarded options/rights to receive shares, which willstart vesting after three years from the date of award. The Company does not disclose clear performance criteria but only a list of indicators, which makes it impossibleto assess clearly the link between pay and performance and is deemed a serious frustration of shareholder accountability.Addtionally, LTIP based schemes are inherently flawed. There is the risk that they are rewarding volatility rather than the performance of the Company (creating capitaland - lawful - dividends). They act as a complex and opaque hedge against absolute Company underperformance and long-term share price falls. They are also asignificant factor in reward for failure.

Vote Cast: Oppose

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ABENGOA SA EGM - 27-03-2019

1. Issue Convertible Bonds by Companies other than Abengoa SA as Part of the Group Debt Restructuring PlanThe Board proposes to issue Convertible bonds for its wholly owned subsidiaries, including those that are wholly owned by Abengoa Abenewco 1, S.A.U. and AbengoaAbenewco 2, S.A.U.. The debt issued by the subsidiaries will equal more than 50% of the issued share capital of the following subsidiaries: A3T Luco 2 S.A., Abenewco1, Abenewco 2 Bis S.A.U.. This would normally be considered a serious dilution issue, however as the subsidiaries are fully owned by the company, there is no dilutionconcern for existing shareholders. However, the issue authority also represents up to 100% of the issued share capital of Abenewco 2 and Abenewco 2 Bis subsidiaries,potentially representing a divestment from essential assets, as the Company’s current interest in Abenewco 2 and Abenewco 2 Bis subsidiaries represents 25% of theCompany’s total asset value as of September 30, 2018. While this issue would allow for a significant influx of capital in the short and medium term, there are concernsover long term shareholder value. The Board states that the new capital will enable the Company to carry out its new business plans, and optimize the balance sheetstructure of the group. However, as concerns over long term dilution and divestment from essential assets have not been addressed, opposition is recommended.

Vote Cast: Oppose

2. Approve Remuneration PolicyIt is proposed to approve the remuneration policy. Variable remuneration appears to be consistently capped, although the pay-out may exceed 200% of the fixedremuneration for the highest paid director. There are claw back clauses in place over the entirety of the variable remuneration, which is welcomed. However, theCompany has not disclosed quantified targets or performance criteria for its variable remuneration component, which may lead to overpayment against underperformance.On balance, opposition is recommended based on excessiveness concerns.

Vote Cast: Oppose

SVENSKA HANDELSBANKEN AGM - 27-03-2019

11. Authorize Repurchase of up to 120 Million Shares and Reissuance of Repurchased SharesIt is proposed to authorise the Board to purchase Company’s shares until next AGM.The resolution will not be supported unless the Board has set forth a clear, cogentand compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, an oppose vote isrecommended.

Vote Cast: Oppose

12. Authorize Repurchase of Up to 2 Percent of Issued Share Capital for the Bank’s Trading BookIt is proposed to authorise the Board to purchase Company’s shares until next AGM. This resolution will not be supported unless the Board has set forth a clear, cogentand compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, an oppose vote isrecommended.

Vote Cast: Oppose

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17.1. Reelect Jon Fredrik Baksaas as DirectorNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board. Oppositionis recommended.

Vote Cast: Oppose

17.2. Reelect Hans Biorck as DirectorIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments. Therefore an abstain vote is recommended.

Vote Cast: Abstain

17.3. Reelect Par Boman as DirectorNon-Executive Director. Not considered independent as the Directors was formerly the CEO of the Company. In addition the Director is Vice Chairman in Industrivärdenwhich is a significant shareholder of the Company. There is insufficient independent representation on the Board. Baserd on this opposition is recommended.

Vote Cast: Oppose

17.5. Reelect Jan-Erik Hoog as DirectorNon-Executive Director. Not considered independent as the Director represents Oktogonen Foundation a major shareholder in the Board. There is insufficientindependent representation on the Board. Opposition is recommended.

Vote Cast: Oppose

17.7. Reelect Lise Kaae as DirectorIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments.Abstention is recommended.

Vote Cast: Abstain

17.8. Reelect Fredrik Lundberg as DirectorNon-Executive Director. Not considered independent as the Director is a significant shareholder himself of the Company, in addition he is member of the Boardos Industrivärden, which holds a significant part of the voting rights of the Company. There is insufficient independent representation on the Board. Opposition isrecommended.

Vote Cast: Oppose

17.9. Reelect Bente Rathe as DirectorNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board. Oppositionis recommended.

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Vote Cast: Oppose

17.10. Reelect Charlotte Skog as DirectorNon-Executive Director. Not considered independent as the Director is an employee of the Company since 1989 and in addition she represents Oktogonen Foundationon the Board who is a significant shreholder. There is insufficient independent representation on the Board. Opposition is recommended.

Vote Cast: Oppose

18. Reelect Par Boman as Board ChairmanPar Boman proposed. Not considered to be independent as he was the Chief Executive Officer. It is considered best practice that the role of the Chairman isindependent or there is sufficient independent representation. As neither occurs an oppose vote is recommended.

Vote Cast: Oppose

19. Ratify Ernst & Young and PricewaterhouseCoopers as AuditorsPwC and EY proposed. No non-audit fees were paid to the auditors in the past three years. Although PwC is in their second year as an Auditor of the Company, EY’stenure is more than nine year which is against EU regulations. On this basis opposition is proposed.

Vote Cast: Oppose

20. Approve Remuneration PolicyIt is proposed to approve the remuneration policy. Remuneration is paid only in the form of a fixed salary, pension provision and customary benefits. By specialdecision of the Board, the Bank can provide housing. Variable remuneration benefits such as bonus and percentage of profits are not paid. The Company’s executiveofficers participate in the Oktogonen Profit-Sharing Scheme on the same terms as all other group employees. However the Board retains the right to, in exceptionalcircumstances, deviate from the established guidelines if there are special reasons in an individual case. Giving the Board discretion over payments outside theguidelines of the remuneration policy is not considered to be best practice. On these grounds, opposition is recommended.

Vote Cast: Oppose

22. Shareholder Resolution: Require a Special Examination Pursuant to Chapter 10, Section 21 of the Swedish Companies ActShareholder Sven Grill proposes an examination which will cover the Banks action regarding the reallocation of assets in Handelsbanken’s Pension Foundation in2016. The Company commissioned to the Law firm Mannheimer Swartling the task to issue an opinion regarding the relationship between Svenska Handelsbankenand the Handelsbanken’s Pension Foundation. According to the opinion, the Handelsbanken’s Pension Foundation is a separate legal entity from Handelsbanken.According to the law firm, the governing body of the Pension Foundation is the board of directors, whose members are elected to an equal number by the bank andthe bank’s employees. It is the board of directors of the Pension Foundation that is in charge of investments and allocations of the foundation’s funds. Handelsbanken,which is another legal entity than the Pension Foundation, cannot decide how the Pension Foundation’s funds are to be invested or allocated. As such, opposition isrecommended.

Vote Cast: Oppose

01-01-2019 to 31-03-2019 158 of 185


OUTOKUMPU OY AGM - 27-03-2019


Vote Cast: Oppose

KONECRANES PLC AGM - 28-03-2019

14. Appoint the AuditorsEY proposed. No audit fees were billed during the year under review and 5.86% on a three-year aggregate basis. This level of non-audit fees does not raise seriousconcerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concerns that failure to regularlyrotate the audit firm can compromise the independence of the auditor. An oppose vote is recommended.

Vote Cast: Oppose

16. Share Repurchase and/or use Company’s own Shares as PledgeIt is proposed to authorise the Board to purchase Company’s shares until next AGM. This resolution will not be supported unless the Board has set forth a clear, cogentand compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, an oppose vote isrecommended.

Vote Cast: Oppose

18. Authorizing the Transfer of the Company’s Own SharesIt is proposed to give authority to issue new shares or redistribute the shares repurchased under the authority submitted in the previous resolution. The Board willmaintain full discretion over the use and destination of repurchased shares. The authority is valid up to next AGM. This is of concern as the Board could use thisauthority as an anti-takeover device or for an inappropriate form of compensation without further shareholder approval. On this basis, opposition is recommended.

Vote Cast: Oppose

HANKOOK TIRE CO LTD AGM - 28-03-2019

1. Approve Financial Statements and Allocation of IncomeIt was not possible to secure sufficient information in English from the Company to enable delivery of an informed report. Reports are provided for companies whichprovide adequate and timely disclosure of materials in English which explain the meeting agenda. Best efforts have been made to obtain such disclosures for this

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meeting but have not been successful. Unless sufficient information becomes available subsequent to the issuance of these recommendations, it is advised not tosupport the proposals.

Vote Cast: Abstain

2. Amend Articles of Incorporation (Company Name Change)The Company has not disclosed details regarding the amendment. When proposing amendments to the Articles, it is expected that Companies disclose a comparativeversion of the Articles, before and after the amendments. Therefore, opposition is recommended based on lack of disclosure.

Vote Cast: Oppose

3. Amend Articles of Incorporation (Miscellaneous)The Company has not disclosed details regarding the amendment. When proposing amendments to the Articles, it is expected that Companies disclose a comparativeversion of the Articles, before and after the amendments. Therefore, opposition is recommended based on lack of disclosure.

Vote Cast: Oppose


Vote Cast: Abstain

TIM PARTICIPACOES SA CLASS - 28-03-2019

4. Elect DirectorsProposal to renew the Board with a bundled election. There is insufficient independent representation on the Board after the meeting as resulting from this slate ofcandidates. Opposition is recommended.

Vote Cast: Oppose

7. Approve Remuneration of Company’s Management, Committee Members and Fiscal CouncilIt is proposed to approve the maximum compensation for Directors, Management and Fiscal Council for next year. It is regrettable that the Company bundled theseitems, however it is common practice in this market. The amount proposed under this resolution is not the actual remuneration but the global remuneration cap, andincludes fixed salaries and short term incentives.Directors and Fiscal Council receive only fixed fees. For Management, it is proposed to cap remuneration at BRL 29.98 million. Variable remuneration for executiveswould correspond to up to 180% of the fixed pay. There is lack of disclosure with respect of targets and measurable criteria for variable remuneration, which preventsshareholders from making an informed assessment. Abstention is recommended.

Vote Cast: Abstain

01-01-2019 to 31-03-2019 160 of 185


ADVANCED INFO SERVICE PCL AGM - 28-03-2019

5.1. Elect Surasak Vajasit as DirectorNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.

Vote Cast: Oppose

5.2. Elect Jeann Low Ngiap Jong as DirectorNon-Executive Director. Not considered independent as the director is considered to be connected with a significant shareholder Intouch Holdings Plc. There isinsufficient independent representation on the Board.

Vote Cast: Oppose

6. Elect Anek Pana-apichon as DirectorNon-Executive Director. Not considered independent as the director is considered to be connected with a significant shareholder Intouch Holdings Plc. There isinsufficient independent representation on the Board.

Vote Cast: Oppose

7. Approve Fees Payable to the Board of DirectorsIt is proposed to approve the amount of the variable compensation payable to the Board of Directors for the past business year. Non-Executive Directors receive avariable component on top of their fees. It is considered that non-executive directors should receive only fixed fees, as variable compensation may align them withshort-term interests and not with long-term supervisory duties. On this basis, opposition is recommended.

Vote Cast: Oppose

8. Transact Any Other BusinessShareholders should receive sufficient notice of proposals brought forward by either management or other shareholders. As such, any other proposition brought forwardin the meeting would provide insufficient time for an informed assessment. Opposition is recommended.

Vote Cast: Oppose

SKF AB AGM - 28-03-2019

14.1. Re-elect Hans Straberg as DirectorIndependent Non-Executive Chair. However, there are concerns over the director’s potential aggregate time commitments, and the director failed to attened all of theBoard and Committee meetings in the year under review.

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Vote Cast: Abstain

14.2. Re-elect Lars Wedenborn as DirectorNon-Executive Director. Not considered to be independent as he is the CEO of Foundation Asset Management, which holds a significant percentage of the votingrights. There is sufficient independent representation on the Board. However, as there are concerns over the director’s potential aggregate time commitments, anabstain vote is recommended.

Vote Cast: Abstain

14.3. Re-elect Hock Goh as DirectorIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments.

Vote Cast: Abstain

15. Elect Hans Straberg as Board ChairmanThe Director missed four Board meeetings he was eligible to attend during the year under review. No adequate justification has been provided. Support cannottherefore be recommended.

Vote Cast: Oppose

16. Approve Remuneration PolicyIt is proposed to approve the remuneration policy. Variable remuneration appears to be consistently capped, and the payout is in line with best practice. There are noclaw back clauses in place over the entirety of the variable remuneration. Additionally, the Company has not disclosed quantified targets or performance criteria for itsvariable remuneration component, which may lead to overpayment against underperformance. On balance, abstention is recommended.

Vote Cast: Abstain

17. Approve New Executive Share Option PlanThe Board proposes the approval of a new incentive plan. Under the plan, the CEO and other executives will be awarded options/rights to receive shares, which willstart vesting after three years from the date of award. The Company does not disclose clear performance criteria but only a list of indicators, which makes it impossibleto assess clearly the link between pay and performance and is deemed a serious frustration of shareholder accountability.LTIP based schemes are inherently flawed. There is the risk that they are rewarding volatility rather than the performance of the Company (creating capital and - lawful- dividends). They act as a complex and opaque hedge against absolute Company underperformance and long-term share price falls. They are also a significant factorin reward for failure.

Vote Cast: Oppose

01-01-2019 to 31-03-2019 162 of 185


DEUTSCHE TELEKOM AGM - 28-03-2019

5. Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal 2019PwC proposed. Non-audit fees represented 8.33% of audit fees during the year under review and 10.26% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor. Based on this opposition is recommended.

Vote Cast: Oppose

CANON INC AGM - 28-03-2019

2.1. Elect Mitarai FujioChairman, Representative Director. After this meeting, there will be no female directors on the Board. Regardless of the level of independence, it is considered that it isthe responsibility of the most senior Board members to ensure that there is adequate gender diversity on the Board. Although there are no specific legal requirementsor recommendations in this market, it is considered that companies should not rely on minimum standards, but aim to best practice, including in gender diversity.

Vote Cast: Oppose

2.2. Elect Maeda MasayaPresident, Representative Director. After this meeting, there will be no female directors on the Board. Regardless of the level of independence, it is considered that it isthe responsibility of the most senior Board members to ensure that there is adequate gender diversity on the Board. Although there are no specific legal requirementsor recommendations in this market, it is considered that companies should not rely on minimum standards, but aim to best practice, including in gender diversity.

Vote Cast: Oppose

3.1. Elect Satou HiroakiNewly nominated Inside Corporate Auditor. Not considered to be independent. Opposition is recommended.

Vote Cast: Oppose

GJENSIDIGE FORSIKRING AGM - 28-03-2019

7.B. Approve Remuneration PolicyIt is proposed to approve the remuneration policy with a binding vote. Variable remuneration does not seem to be consistently capped and as such there areexcessiveness concerns as the total potential variable remuneration may exceed 200% of the salary. In addition, the Company has not disclosed quantified targetsfor the performance criteria of its variable remuneration component, which may lead to overpayment against underperformance. There are claw back clauses in placeover the entirety of the variable remuneration, which is welcomed. Nevertheless, opposition is recommended based on potential excessive variable remuneration.

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Vote Cast: Oppose

8.B. Authorise Share RepurchaseIt is proposed to authorise the Board to purchase the Company’s shares until next AGM for the purpose of funding the incentive program, and encourage employee tobe shareholders in the company. Plans to increase employee shareholding are considered to be a positive governance practice, as they can contribute to alignmentbetween employees and shareholders. On the other hand, executives are also among the beneficiaries,he Company has not disclosed quantified targets or performancecriteria for its variable remuneration component, which may lead to overpayment against underperformance. On balance opposition is recommended.

Vote Cast: Oppose

9.A. Approve Merger Agreement with Nykredit Forsikring A/SIt is proposed to authorize the Board to proceed with the whole merger between Gjensidige Forsikring ASA and the wholly owned subsidiary Nykredit Forsikring A/S.There is adequate disclosure regarding the proposed transactions. However there is insufficient independence on the Board of Directors. Abstention is recommended.

Vote Cast: Abstain

9.B. Approve Merger Agreement with Molholm Forsikring A/SIt is proposed to authorize the Board to proceed with the whole merger between Gjensidige Forsikring ASA and the wholly owned subsidiary Molholm ForsikringA/S.There is adequate disclosure regarding the proposed transactions. However there is insufficient independence on the Board of Directors. Abstention is recommended.

Vote Cast: Abstain

11.A. Re-elect Gisele Marchand, John Giverholt, Vibeke Krag, Terje Seljeseth, Per Bjorge, Hilde Nafstad, and Eivind ElnanProposal to renew the Board with a bundled election. There is insufficient independent representation on the Board after the meeting as a result of this slate ofcandidates. Opposition is recommended.

Vote Cast: Oppose

11.B. Elect Members of the Nominating CommitteeIt is proposed to appoint the following nominees to the Nomination Committee with a bundled election: Einar Enger, Torun Bakken, Joakim Gjersoe, Marianne Ribeand Pernille Moen. Sufficient biographical information has been disclosed but the majority of the candidates are not considered to be independent. Opposition isrecommended.

Vote Cast: Oppose

11.C. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 29.55% of audit fees during the year under review and 37.59% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. Abtention is recommended.

Vote Cast: Abstain

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12. Approve Fees Payable to the Board of Directors and the AuditorIt is proposed to increase the fees payable to directors. The proposed increase amounts to less than 10% of the directors fees on an annual basis. This is withinrecommended guidelines. It is also proposed that the auditors should be paid in accordance with the invoice of NOK 5 million the statutory audit in 2016. Non-auditfees for the year corresponded to 25.9 % of audit fees, and the breakdown of non-audit fees is not considered to be sufficiently detailed. As such, shareholders areprevented from assessing whether any of the non-audit service provided may cause a conflict of interest.It would be preferred that the Company submitted separate resolution for the board’s and auditors fees. In this case, given the concerns that this level of non-audit feescreates a potential for conflict of interest on the part of the independent auditor, abstention is recommended.

Vote Cast: Abstain

CEMEX SAB DE CV EGM - 28-03-2019

2. Amend Article 2 Re: Corporate Purpose; Amend Article 28; Approve Certification of Company’s BylawsThe Board proposes to amend the Articles, in order to expand the corporate purpose and introduce D&O insurance for executives. The proposed amendments shouldnot have any adverse effect on shareholder rights and are in line with applicable regulation. Howeer, due to lack of disclosure regarding the details for the D&O policy,abstention is recommended.

Vote Cast: Abstain

NORDEA BANK AB AGM - 28-03-2019

7. Approve Financial StatementsDisclosure is acceptable and the report was made available sufficiently before the meeting. However, the following serious corporate governance concern has beenidentified. As of March 4th 2019, Nordea Bank is under investigation for allegations of laundering money as part of Nordic Money Laundering Scandal. At this time, noevidence of irregularities has been made available and will likely remain so until the investigation has been concluded. However, it is recommended to abstain, as aprecautionary measure until the investigation is concluded.

Vote Cast: Abstain

8. Approve the DividendThe Board proposes a dividend of EUR 0.69 per share per share. The dividend is covered by earnings. As a precautionary approach due to the money launderingscandal, it would be considered reasonable if earnings for the year be carried forward, due to the impossibility to calculate how future contingencies and liabilities willimpact the ability of the Company to pay dividend as a result of the money laundering allegations. Abstention is recommended.

Vote Cast: Abstain

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9. Discharge the BoardStandard proposal. At this time Nordea Bank is under investigation for allegations of laundering money as part of Nordic Money Laundering Scandal. At this time, noevidence of irregularities has been made available and will likely remain so until the investigation has been concluded. However, it is recommended to abstain as aprecautionary measure, until the investigation is concluded and responsibilities at board-level (if any) are clarified, together with the impact on shareholders and thecompany.

Vote Cast: Oppose

10. Approve Fees Payable to the Board of DirectorsIt is proposed to increase the amount payable to the Board of Directors by less than 10% on an annual basis, which is within recommended guidelines. However,the Nomination board proposes an additional remuneration for committee Charis and committee members which exceed 10% for all Committee chairs. As this isconsidered excessive, an oppose vote is recommended.

Vote Cast: Oppose

12. Election of the Members and Chairman of the BoardProposal to renew the Board with a bundled election. There is sufficient independent representation on the Board after the meeting as resulting from this slate ofcandidates. However, as the Chair of the Audit Committee has been on the audit committee during the time that the money laundering is alleged to have taken place,it is advised to abstain the election of the Board as a precautionary measure. It would be preferred if Director elections were proposed individually, in order to allowshareholders to adjust their vote between different directors as required.

Vote Cast: Abstain

14. Appoint the AuditorsPWC proposed. Non-audit fees represented 10.00% of audit fees during the year under review and 41.67% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. Oppose vote is recommended.

Vote Cast: Oppose

17.a. Authorise Share Repurchase in the Securities Trading BusinessIt is proposed to authorise the Board to purchase Company’s shares until next AGM. This resolution will not be supported unless the Board has set forth a clear, cogentand compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, an oppose vote isrecommended.

Vote Cast: Oppose

18.a. Authorise Share RepurchaseIt is proposed to authorise the Board to purchase Company’s shares until next AGM. This resolution will not be supported unless the Board has set forth a clear, cogentand compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, an oppose vote isrecommended.

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Vote Cast: Oppose

CEMEX SAB DE CV AGM - 28-03-2019


Vote Cast: Abstain

2. Approve Allocation of Income and the DividendThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

3. Authorise Share RepurchaseThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

4.a. Approve Reduction in Share Capital via Cancellation of Treasury SharesThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

4.b. Approve Reduction in Variable Portion of Capital via Cancellation of Repurchased SharesThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

4.c. Authorize Increase in Variable Portion of Capital via Issuance of Treasury SharesThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

5. Elect Directors, Chairman and Secretary of Board, Members and Chairmen of Audit, Corporate Practices and Finance CommitteesThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

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6. Approve Remuneration of Directors and Members of Audit, Corporate Practices and Finance CommitteesThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

7. Authorize Board to Ratify and Execute Approved ResolutionsThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

ENAGAS SA AGM - 28-03-2019

7. Approve Remuneration PolicyIt is proposed to approve the remuneration policy. Variable remuneration appears to be consistently capped, and the payout is in line with best practice. There are clawback clauses in place over the entirety of the variable remuneration, which is welcomed. However, the Company has not disclosed quantified targets or performancecriteria for its variable remuneration component, which may lead to overpayment against underperformance. On balance, abstention is recommended.

Vote Cast: Abstain

8. Approve New Long Term Incentive PlanThe Board proposes the approval of a new long-term incentive plan. Under the plan, the CEO and other executives will be awarded rights to shares, a portion (or all)of which will vest depending on the achievement of some performance criteria. LTIP will be measure by Objectives Indicators: TSR and FFO (accumulated resultscorresponding to the Company’s Funds for Operations).LTIP schemes are not considered an effective means of incentivising performance and are inherently flawed. There is the risk that they are rewarding volatility ratherthan the performance of the company. They are acting as a complex and opaque hedge against absolute company underperformance and long-term share price falls.They are also a significant factor in reward for failure.

Vote Cast: Oppose

9. Approve the Remuneration ReportIt is proposed to approve the annual report on remuneration of Executive and Non-Executive Directors with an advisory vote. The Company discloses all elements ofremuneration for Executives and Non-Executives. The payout is in line with best practice, being under 200% of the fixed salary. There are claw back clauses in placeover the entirety of the variable remuneration, which is welcomed. However, the Company has not fully disclosed quantified targets against which the achievementsand the corresponding variable remuneration has been calculated. Although a common practice in this market as this is deemed to be sensitive information, it preventsan accurate assessment and may lead to overpayment against underperformance. On balance, abstention is recommended.

Vote Cast: Abstain

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WAREHOUSE REIT PLC EGM - 28-03-2019


Vote Cast: Oppose


Vote Cast: Oppose

SWEDBANK AB AGM - 28-03-2019

9. Approve the DividendThe Board proposes a dividend of SEK 14.20 per share. The dividend is covered by earnings. As a precautionary approach, it would be considered reasonableif earnings for the year be carried forward, due to the impossibility to calculate how future contingencies and liabilities will impact the ability of the Company to paydividend as a result of the money laundering allegations. Abstention is recommended.

Vote Cast: Abstain

10. Discharge the BoardStandard proposal. The Company is under investigation for allegations of laundering money though the Company’s branch in Estonia. The financial supervisors ofSweden and Estonia said they were starting a joint investigation into the case, the Company during this period reportedly lost up to 20% of its market value as a resultof money laundering allegations. At this time, no evidence of irregularities has been made available and will likely remain so until the investigation has been concluded.However, it is recommended to abstain as a precautionary measure, until the investigation is concluded and responsibilities at board-level (if any) are clarified, togetherwith the impact on shareholders and the company.

Vote Cast: Abstain

13.B. Reelect Ulrika Francke as DirectorNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is sufficient independent representation on the Board. However, thereare concerns over the director’s potential aggregate time commitments. In addition the Director is member of the audit committee. On 21/02/2019 the Company cameunder investigation from the Swedish and Estonian financial regulators regarding the case of laundering money scandal. At this time, no evidence of irregularities

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has been made available and will likely remain so until the investigation has been concluded. However, as the director was on the audit committee at the time of theincident, it is recommended to abstain as a precautionary measure, until the investigation is concluded and responsibilities at board-level (if any) are clarified, togetherwith the impact on shareholders and the company.

Vote Cast: Abstain

13.C. Reelect Mats Granryd as DirectorIndependent Non-Executive Director. However, the Director is member of the audit committee. On 21/02/2019 the Company came under investigation from the Swedishand Estonian financial regulators regarding the case of laundering money scandal. At this time, no evidence of irregularities has been made available and will likelyremain so until the investigation has been concluded. However, as the director was appointed to the the audit commmittee after 2015 and does not appear to haveaided in the discovery of the money laundering or laid forth a sufficient plan to prevent it in future, it is recommended to abstain as a precautionary measure, until theinvestigation is concluded and responsibilities at board-level (if any) are clarified, together with the impact on shareholders and the company.

Vote Cast: Abstain

13.D. Reelect Lars Idermark as DirectorNon-Executive Chair. Not considered independent as the Director served as Executive Vice President and Deputy Chief Executive Officer of Capio healthcaregroup/ForeningsSparbanken AB, a company controlled by Swedbank, from 1997 to 2000. Although there is sufficient independent representation on the Board, theChairman of the Board is responsible for the Strategy and the Policy of the Company. On 21/02/2019 the Company came under investigation from the Swedishand Estonian financial regulators regarding the case of laundering money scandal. At this time, no evidence of irregularities has been made available and will likelyremain so until the investigation has been concluded. However, it is recommended to abstain as a precautionary measure, until the investigation is concluded andresponsibilities at board-level (if any) are clarified, together with the impact on shareholders and the company.

Vote Cast: Abstain

13.G. Reelect Peter Norman as DirectorIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments. In addition the Director is member of theaudit committee. On 21/02/2019 the Company came under investigation from the Swedish and Estonian financial regulators regarding the case of laundering moneyscandal. At this time, no evidence of irregularities has been made available and will likely remain so until the investigation has been concluded. However, as thedirector was appointed to the the audit commmittee after 2015 and does not appear to have aided in the discovery of the money laundering or laid forth a sufficientplan to prevent it in future, it is recommended to abstain as a precautionary measure, until the investigation is concluded and responsibilities at board-level (if any) areclarified, together with the impact on shareholders and the company.

Vote Cast: Abstain

13.H. Reelect Siv Svensson as DirectorNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is sufficient independent representation on the Board. However,the Director is member of the audit committee. On 21/02/2019 the Company came under investigation from the Swedish and Estonian financial regulators regardingthe case of laundering money scandal. At this time, no evidence of irregularities has been made available and will likely remain so until the investigation has been

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concluded. However, as the director was on the audit committee at the time of the incident, it is recommended to abstain as a precautionary measure, until theinvestigation is concluded and responsibilities at board-level (if any) are clarified, together with the impact on shareholders and the company.

Vote Cast: Abstain

17. Approve Remuneration PolicyIt is proposed to approve the remuneration policy with a binding vote. Variable remuneration appears to be consistently capped, and the payout is in line with bestpractice. However, the Company has not disclosed quantified targets or performance criteria for its variable remuneration component, which may lead to overpaymentagainst underperformance.While the CEO does not receive a variable pay other Executives do, there is no disclosure on targets for the cash or share based variablepay . In addition, there are no claw back clauses in place over the entirety of the variable remuneration component, which makes is unlikely for shareholders to reclaimthat variable remuneration unfairly paid out. On these bases, opposition is recommended.

Vote Cast: Oppose


Vote Cast: Oppose

19. Authorize General Share Repurchase ProgramThe Board of Directors proposes that the AGM authorise the Board of Directors, for the period until the AGM in 2020, to resolve on acquisitions, in addition to whatis stated in connection with item 18, of the bank’s own shares on one or more occasions but not to exceed ten percent of the total number of shares. Given thatthe authority exceeds 5% of the share capital and ends at the next AGM, and the Company has not duly provided an explanation regarding the rationale behind theproposal, opposition is recommended.

Vote Cast: Oppose

21.A. Approve Common Deferred Share Bonus Plan (Eken 2019)It is proposed to approve a stock option plan for employees and corporate officers. The Board would receive the authority to set beneficiaries and other conditions.There seem to be no performance criteria besides employment and tenure.Plans to increase employee shareholding are considered to be a positive governance practice, as they can contribute to alignment between employees and shareholders.On the other hand, executives are also among the beneficiaries: it is considered that support should not be given to stock or share option plans that do not lay outclearly performance criteria and conditions. On balance, opposition is recommended.

Vote Cast: Oppose

21.B. Approve Deferred Share Bonus Plan for Key Employees (IP 2019)It is proposed to approve a restricted share plan for employees and corporate officers for up to 100% of the share capital in aggregate. The Board would receive

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the authority to set beneficiaries and other conditions. After allotment, 60 % of the performance shares will be received in 2021 and 40% in 2024, after a four yeardeferral period, which is not considered to be sufficienty long term. The Company states that exercise of shares will be based on targets, which have not been disclosed.Plans to increase employee shareholding are considered to be a positive governance practice, as they can contribute to alignment between employees and shareholders.On the other hand, executives are also among the beneficiaries: it is considered that support should not be given to stock or share option plans that do not lay out clearperformance criteria, targets and conditions. On balance, opposition is recommended.

Vote Cast: Oppose

21.C. Approve Equity Plan Financing to Participants of 2019 and Previous ProgramsThe Board requests authority to repurchase and re-issue the shares to participants in the EKEN Programme and the Individual Performance Plan. This is consideredto be an enabling resolution to resolutions 21.a and 2.B. Due to concerns over both resolutions, opposition is recommended.

Vote Cast: Oppose

23. Shareholder Resolution: Instruct Board to Provide Shareholders with Digital Voting List if RequestedShareholder, Göran Westman proposes that the Annual General Meeting instructs the Board of Directors and the CEO to make available to the shareholders a digitalversion of the voting list. No other informations is provided concerning the reasons of the proposal. Based on this abstention is recommended.

Vote Cast: Abstain

BANCO DE CHILE AGM - 28-03-2019

a. Approve Financial StatementsDisclosure is acceptable and the report was made available sufficiently before the meeting. However, the report of the external auditors have not been attached, whichis considered to be a serious lack of disclosure.

Vote Cast: Oppose

b. Approve the DividendThe Board proposes a dividend of CLP 3.53 per share. The dividend is covered by earnings. However, as the accounts are presented unaudited, abstention isrecommended.

Vote Cast: Abstain

c. Approve Remuneration of DirectorsNo proposal is available at the present time. As per market practice, the proposed remuneration is likely to be made available only at the meeting.Although this is a common practice for a standard item in this market, support will not be suggested for resolutions concerning remuneration when sufficient informationhas not been made available for shareholders in sufficient time prior to the meeting, as such practice prevents shareholders from reaching an informed decision.Abstention is recommended.

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Vote Cast: Abstain

d. Elect DirectorAlthough no specific information is disclosed at this time, it is likely that the Company proposes Julio Santiago Figueroa to be ratified as Non-Executive Director. Thebiographical information disclosed on this candidate is considered to be insufficient. Regardless of the level of independence on the Board, this is considered a seriouslack of information. Opposition is recommended.

Vote Cast: Oppose

e. Approve Remuneration and Budget of Directors and Audit CommitteeNo proposal is available at the present time. As per market practice, the proposed remuneration is likely to be made available only at the meeting.Although this is a common practice for a standard item in this market, support will not be suggested for resolutions concerning remuneration when sufficient informationhas not been made available for shareholders in sufficient time prior to the meeting, as such practice prevents shareholders from reaching an informed decision.Abstention is recommended.

Vote Cast: Abstain

f. Appoint the AuditorsEY proposed. At this time, the Company has not disclosed the fees paid to the auditor, which is considered to be a serious reporting concern. The current auditor hasbeen in place for more than ten years. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

g. Designate Risk Assessment CompaniesThe proposed risk assessment companies have not been disclosed at this time. Abstention recommended.

Vote Cast: Abstain

i. Receive Report Regarding Related-Party TransactionsThe report on related party transactions was not made available in sufficient time prior to the meeting.

Vote Cast: Oppose

j. Transact Any Other BusinessShareholders should receive sufficient notice of proposals brought forward by either management or other shareholders. As such, any other proposition brought forwardin the meeting would provide insufficient time for an informed assessment. Opposition is recommended.

Vote Cast: Oppose

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MICRO FOCUS INTERNATIONAL PLC AGM - 29-03-2019

3. Approve the Remuneration ReportPerformance conditions and outstanding targets of the annual bonus and the Long-term incentive plan are adequately disclosed. All share incentive awards are fullydisclosed with award dates and prices. The changes in Executive Chair’s total pay over the last five years are not considered to be in line with the Company’s TSRperformance over the same period. The ratio of the Executive Chair’s pay to employee pay has been estimated and stands at 11:1 which is considered appropriate.However, the Executive Chair’s total variable pay amounts to approximately 294.7% of salary, which is considered overly excessive. Additionally, the Executive Chair’ssalary is considered to be in the upper quartile of a peer comparator group, which raises concern over the excessiveness of his salary. Rating: AE

Vote Cast: Oppose

4. Re-elect Kevin LoosemoreExecutive Chair. As a matter of good corporate governance principle, a Chair with executive responsibilities cannot be supported. However, the clear divisionof responsibilities at the head of the Company and the presence of a Senior Independent Director partially mitigate this concern. An abstain vote is thereforerecommended.

Vote Cast: Abstain

13. Re-appoint KPMG LLP as AuditorsKPMG proposed. Non-audit fees represented 1.64% of audit fees during the year under review and 45.82% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor.

Vote Cast: Abstain


Vote Cast: Oppose

18. Authorise Share RepurchaseIt is proposed to authorise the Board to purchase Company’s shares until next AGM. Authority is limited to 14.99%. This resolution will not be supported unless theBoard has set forth a clear, cogent and compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was providedby the Board, an oppose vote is recommended.

Vote Cast: Oppose

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PHAROL SGPS SA AGM - 29-03-2019

1. Approve Individual Financial Statements and Statutory ReportsNon-financial information has not been disclosed. The EU Non-Financial Reporting Directive stipulates that member states are required to disclose a non-financialstatement containing relevant information as prescribed in the directive. Although companies are allowed to publish such statements six months after the end of thefinancial year, it is considered that it should be disclosed to all shareholders in occasion of the annual general meeting. On this ground, abstention is recommended.

Vote Cast: Abstain

2. Approve Consolidated Financial Statements and Statutory ReportsNon-financial information has not been disclosed. The EU Non-Financial Reporting Directive stipulates that member states are required to disclose a non-financialstatement containing relevant information as prescribed in the directive. Although companies are allowed to publish such statements six months after the end of thefinancial year, it is considered that it should be disclosed to all shareholders on occasion of the annual general meeting. On this basis, abstention is recommended.

Vote Cast: Abstain

5. Shareholder Resolution: Fix Number of Directors at NineProposed by High Bridge Unipessoal, Lda.It is proposed to reduce the board size to nine directors, which is the minimum size as per the Company’s Articles (art. 8), and the consequent dismissal of Mr. BryanSchapira and Mr. Vasconcellos Drummond. Although this request appears to be consistent with the request of a general refreshment of the Board, now that all judicialdisputes over the Brazilian company OI S.A. have been settled, the filing shareholder does not clarify why these two directors should be dismissed. The Company, onthe contrary, does not seem to have counter-argued effectively, but it is considered that support should not be recommended for proposals that are not duly explainedand grounded. Abstention is recommended.

Vote Cast: Abstain

6. Shareholder Resolution: Dismiss DirectorsIt is proposed to dismiss Maria do Rosário Pinto-Correia, Maria Leonor Martins Riberio Modesto, Jorge Telmo Maria Freire Cardoso and Pedro Zañartu Gubert MoraisLeitão. Although this request appears to be consistent with the request of a general refreshment to the Board, now that all judicial disputes over the Brazilian companyOI S.A. have been settled, the filing shareholder does not clarify why exclusively these directors should be dismissed. The Company, on the contrary, does not seemto have counter-argued effectively, but it is considered that support should not be recommended for proposals that are not duly explained and grounded. Abstention isrecommended.

Vote Cast: Abstain

7. Shareholder Resolution: Elect Four DirectorsIt is proposed to elect Denise dos Passos Ramos, Ronaldo Carvalho da Silva, CArlos Eduardo Bulhoes Pedreira and Joao Manuel Pisco de Castro. There is insufficientbiographical disclosure on these candidates, to provide an informed assessment. Abstention is recommended.

Vote Cast: Abstain

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8. Authorize Repurchase and Reissuance of SharesIt is proposed to authorise the Board to purchase Company’s shares until next AGM. This resolution will not be supported unless the Board has set forth a clear, cogentand compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, an oppose vote isrecommended.

Vote Cast: Oppose

9. Approve Statement on Remuneration PolicyIt is proposed to approve the statement of the Shareholders’ Remuneration Committee on the Company’s remuneration policy with a binding vote. Variable remunerationappears to be consistently capped, and the payout is in line with best practice. There are claw back clauses in place over the entirety of the variable remuneration,which is welcomed. However, the Company has not disclosed quantified targets or performance criteria for its variable remuneration component, which may lead tooverpayment against underperformance. On balance, abstention is recommended.

Vote Cast: Abstain

IBERDROLA SA AGM - 29-03-2019

11. Approve the Remuneration ReportIt is proposed to approve the annual report on remuneration of Executive and Non-Executive directors with an advisory vote. There are excessiveness concerns asthe total variable remuneration exceeded 200% of the salary. In addition, the Company has not fully disclosed quantified targets against which the achievements andthe corresponding variable remuneration has been calculated. Although a common practice in this market as this is deemed to be sensitive information, it prevents anaccurate assessment and may lead to overpayment against underperformance. There are claw back clauses in place over the entirety of the variable remuneration,which is welcomed. However, opposition is recommended based on excessive remuneration.

Vote Cast: Oppose

13. Ratify Appointment of and Elect Xabier Sagredo Ormaza as DirectorNon-Executive Director. Not considered independent owing to a potential tenure of over nine years. He has been a board member of Iberdrola USA, Inc, but theCompany has not disclosed at this time the tenure on this latter board. There is insufficient independent representation on the Board.

Vote Cast: Oppose

14. Reelect Maria Helena Antolin Raybaud as DirectorNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.

Vote Cast: Oppose

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15. Reelect Jose Walfredo Fernandez as DirectorNon-Executive Director. Not considered independent owing to a potential tenure of over nine years. He has been a board member of Iberdrola USA, Inc, but theCompany has not disclosed at this time the tenure on this latter board. There is insufficient independent representation on the Board.

Vote Cast: Oppose

17. Reelect Manuel Moreu Munaiz as DirectorNon-Executive Director. Not considered independent owing to a potential tenure of over nine years. He has been a board member of Iberdrola Renovables, but theCompany has not disclosed at this time the tenure on this latter board. There is insufficient independent representation on the Board.

Vote Cast: Oppose

18. Reelect Ignacio Sanchez Galan as DirectorChairman and CEO. Combined roles at the head of the Company. There should be a clear division of responsibilities at the head of the Company between the runningof the board and the executive responsibility for the running of the Company’s business. No one individual should have unfettered powers of decision. Combining thetwo roles in one person represents a concentration of power that is potentially detrimental to board balance, effective debate, and board appraisal.

Vote Cast: Oppose

PTT EXPLORATION & PRODUCTION AGM - 29-03-2019

4. Appoint the Auditors and Allow the Board to Determine their RemunerationState Audit Office of the Kingdom of Thailand proposed. Non-audit fees represented none of audit fees during the year under review and 20.72% on a three-yearaggregate basis. The current auditor has been in place for more than ten years. There are concerns that failure to regularly rotate the audit firm can compromise theindependence of the auditor. A vote to abstain is recommended.

Vote Cast: Abstain

6.1. Elect Achporn Charuchinda as DirectorNon-Executive Director. Not considered to be independent due to his roles in government, which is the controlling shareholder. There is insufficient independentrepresentation on the Board. A vote to oppose is recommended.

Vote Cast: Oppose

6.2. Elect Nimit Suwannarat as DirectorNon-Executive Director. Not considered to be independent due to his roles in government, which is the controlling shareholder. There is insufficient independentrepresentation on the Board. A vote to oppose is recommended.

Vote Cast: Oppose

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6.4. Elect Wirat Uanarumit as DirectorNon-Executive Director. Not considered to be independent as he holds executive positions at PTT Public Company Limited, a subsidiary. There is insufficientindependent representation on the Board, and there are also concerns over the director’s potential aggregate time commitments. A vote to oppose is recommended.

Vote Cast: Oppose

6.5. Elect Penchun Jarikasem as DirectorNon-Executive Director. Not independent, previous executive of a PTT subsidiary. There is insufficient independent representation on the Board.

Vote Cast: Oppose

ORION HOLDINGS AGM - 29-03-2019

2.1. Elect Shin Ho-jeong as Inside DirectorAfter this meeting, there will be no female directors on the Board, and the Company has not disclosed gender diversity targets. Regardless of the level of independence,it is considered that it is the responsibility of the most senior Board members, and members of the Nomination Committee, to ensure that there is adequate genderdiversity on the Board. Although there are no specific legal requirements or recommendations in this market, it is considered that companies should not rely onminimum standards, but aim to best practice, including in gender diversity. Opposition is recommended.

Vote Cast: Oppose


Vote Cast: Abstain

2.2. Elect Kang Chan-woo as Outside DirectorNon-Executive Director. Not considered to be independent, due to lack of disclosure. There is insufficient independent representation on the Board.

Vote Cast: Oppose

3. Approve Total Remuneration of Inside Directors and Outside DirectorsThere is insufficient disclosure in English of meeting materials in a timely manner to provide an informed vote. Abstain is recommended.

Vote Cast: Abstain

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4. Authorize Board to Fix Remuneration of Internal Auditor(s)There is insufficient disclosure in English of meeting materials in a timely manner to provide an informed vote. Abstain is recommended.

Vote Cast: Abstain

5. Amend Articles of IncorporationThe Company has not disclosed details regarding the amendment. When proposing amendments to the Articles, it is expected that Companies disclose a comparativeversion of the Articles, before and after the amendments. Therefore, opposition is recommended based on lack of disclosure.

Vote Cast: Oppose

HYUNDAI GREEN FOOD CO LTD AGM - 29-03-2019


Vote Cast: Abstain

2.1. Elect Park Hong-jin as Inside DirectorAfter this meeting, there will be no female directors on the Board, and the Company has not disclosed gender diversity targets. Regardless of the level of independence,it is considered that it is the responsibility of the most senior Board members, and members of the Nomination Committee, to ensure that there is adequate genderdiversity on the Board. Although there are no specific legal requirements or recommendations in this market, it is considered that companies should not rely onminimum standards, but aim to best practice, including in gender diversity. Opposition is recommended.

Vote Cast: Oppose

2.2. Elect Jung Gyo-sun as Inside DirectorAfter this meeting, there will be no female directors on the Board, and the Company has not disclosed gender diversity targets. Regardless of the level of independence,it is considered that it is the responsibility of the most senior Board members, and members of the Nomination Committee, to ensure that there is adequate genderdiversity on the Board. Although there are no specific legal requirements or recommendations in this market, it is considered that companies should not rely onminimum standards, but aim to best practice, including in gender diversity. Opposition is recommended.

Vote Cast: Oppose

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2.3. Elect Jeong Ji-young as Inside DirectorAfter this meeting, there will be no female directors on the Board, and the Company has not disclosed gender diversity targets. Regardless of the level of independence,it is considered that it is the responsibility of the most senior Board members, and members of the Nomination Committee, to ensure that there is adequate genderdiversity on the Board. Although there are no specific legal requirements or recommendations in this market, it is considered that companies should not rely onminimum standards, but aim to best practice, including in gender diversity. Opposition is recommended.

Vote Cast: Oppose

2.4. Elect Jeong Ji-young as Inside DirectorAfter this meeting, there will be no female directors on the Board, and the Company has not disclosed gender diversity targets. Regardless of the level of independence,it is considered that it is the responsibility of the most senior Board members, and members of the Nomination Committee, to ensure that there is adequate genderdiversity on the Board. Although there are no specific legal requirements or recommendations in this market, it is considered that companies should not rely onminimum standards, but aim to best practice, including in gender diversity. Opposition is recommended.

Vote Cast: Oppose

2.6. Elect Shin Su-won as Outside DirectorNon-Executive Director. Not considered to be independent, due to lack of disclosure. There is insufficient independent representation on the Board.

Vote Cast: Oppose

3.2. Elect Shin Su-won as a Member of Audit CommitteeNon-Executive Director, committee member. Not considered to be independent, due to lack of disclosure. The Audit Committee should only comprise independentnon-executive directors. An oppose vote is recommended.

Vote Cast: Oppose

4. Approve Total Remuneration of Inside Directors and Outside DirectorsThere is insufficient disclosure in English of meeting materials in a timely manner to provide an informed vote. Abstain is recommended.

Vote Cast: Abstain


Vote Cast: Oppose

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ORION CORP (SOUTH KOREA) AGM - 29-03-2019


Vote Cast: Abstain

4. Approve Total Remuneration of Inside Directors and Outside DirectorsThere is insufficient disclosure of meeting materials in a timely manner to provide an informed vote. Support cannot be recommended.

Vote Cast: Abstain


Vote Cast: Oppose

KT&G CORP AGM - 29-03-2019


Vote Cast: Abstain


Vote Cast: Abstain

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ST MODWEN PROPERTIES PLC AGM - 29-03-2019

2. Approve the Remuneration ReportOverall disclosure is adequate. Total variable pay for the year under review was excessive as it was over 200% of Dirtectors salary . The ratio of CEO pay comparedto average employee pay is acceptable. The CEO’s salary increased by 2.5% which is in line with the rest of the Company. The balance of CEO realised pay withfinancial performance is unacceptable as the change in CEO total pay over five years is not commensurate with the change in TSR over the same period. Paymentsmade to Mark Allan in relation to earlier recruitment awards are considered excessive and inappropriate.Rating: AD.

Vote Cast: Oppose


Vote Cast: Oppose


Vote Cast: Oppose

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4 Appendix

The regions are categorised as follows:

ASIA China; Hong Kong; Indonesia; India; South Korea; Laos; Macao; Malaysia; Philippines; Singapore; Thailand; Taiwan; Papua New Guinea;Vietnam

SANZA Australia; New Zealand; South AfricaEUROPE/GLOBAL EU Albania; Austria; Belgium; Bosnia; Bulgaria; Croatia; Cyprus; Czech Republic; Denmark; Estonia; France; Finland; Germany; Greece;

Hungary; Ireland; Italy; Latvia; Liechtenstein; Lithuania; Luxembourg; Moldova; Monaco; Montenegro; Netherlands; Norway; Poland;Portugal; Spain; Sweden; Switzerland

JAPAN Japan

USA/CANADA USA; Canada; Bermuda

UK/BRIT OVERSEAS UK; Cayman Islands; Gibraltar; Guernsey; JerseySOUTH AMERICA Argentina; Bolivia; Brazil; Chile; Colombia; Costa Rica; Cuba; Ecuador; El Salvador; Guatemala; Honduras; Mexico; Nicaragua; Panama;

Paraguary; Peru; Uruguay; Venezuela

REST OF WORLD Any Country not listed above

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The following is a list of commonly used acronyms and definitions.

Acronym Description

AGM Annual General Meeting

CEO Chief Executive Officer

EBITDA Earnings Before Interest Tax Depreciation and Amortisation

EGM Extraordinary General Meeting

EPS Earnings Per Share

FY Financial Year

KPI Key Performance Indicators - financial or other measures of a company’s performance

LTIP Long Term Incentive Plan - Equity based remuneration scheme which provides stock awards to recipients

NED Non-Executive Director

NEO Named Executive Officer - Used in the US to refer to the five highest paid executives

PLC Publicly Listed Company

PSP Performance Share Plan

ROCE Return on Capital Employed

SID Senior Independent Director

SOP Stock Option Plan - Scheme which grants stock options to recipients

TSR Total Shareholder Return - Stock price appreciation plus dividends

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Information is believed to be correct but cannot be guaranteed. Opinions and recommendations constitute our judgement as of this date and are subject to changewithout notice. The document is not intended as an offer, solicitation or advice to buy or sell securities. Clients of Pensions & Investment Research Consultants Ltd

may have a position or engage in transaction in any of the securities mentioned.

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