NEST All Votes Report 01/04/2012 to 30/06/2012
Disclaimer: The information, opinions estimates or forecasts contained in this document were obtained from sources reasonably believed to be reliable and are subject to change at any time. The report reflects voting instructions given, not votes cast and the information has been provided by an external supplier. F&C Group Companies may from time to time deal in investments that may be mentioned herein on behalf of their clients. Issued and approved in the UK by F&C Management Limited Exchange House Primrose Street London EC2A 2NY United Kingdom. Authorised and regulated in the UK by the Financial Services Authority (FSA). F&C, F&C Monogram, FANDC, FandC and fandc are all registered trade marks of F&C Management Limited F&C Management Limited Exchange House Primrose Street London EC2A 2NY United Kingdom Tel: +44 (0) 20 7628 8000 www.fandc.com
Vote Summary Report Report was run from: 4/1/12 to 6/30/12
NEST All Votes Report
Amazon.com, Inc.
Ticker AMZN
Meeting Date
24-May-12
Country
USA
Meeting Type
Annual
ISIN: US0231351067 SEDOL: 2000019
Mgmt Rec Proponent Vote Instruction
Mgmt ForForElect Director Jeffrey P. Bezos 1
Mgmt ForForElect Director Tom A. Alberg 2
Mgmt ForForElect Director John Seely Brown 3
Mgmt ForForElect Director William B. Gordon 4
Mgmt ForForElect Director Jamie S. Gorelick 5
Mgmt ForForElect Director Blake G. Krikorian 6
Mgmt ForForElect Director Alain Monie 7
Mgmt ForForElect Director Jonathan J. Rubinstein 8
Mgmt AgainstForElect Director Thomas O. Ryder 9
Rationale: We voted against because this director has a close family member who works at the company. This director is not fully independent and should not serve on the audit, compensation or nominating committees.
Mgmt ForForElect Director Patricia Q. Stonesifer 10
Mgmt ForForRatify Auditors 11
Mgmt ForForAmend Omnibus Stock Plan 12
SH ForAgainstReport on Climate Change 13
Rationale: We voted for this proposal because climate change presents ongoing and serious risks and opportunities to shareholder value. Additional information on the company's strategy and competitive positioning is merited. We recommend the company respond to the Carbon Disclosure Project and include information on its strategy on its website or in a sustainability report.
SH ForAgainstReport on Political Contributions 14
Rationale: We voted for this proposal because comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including gifts to 527 organizations and ballot initiatives. In addition, it should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe the company's policies and processes for giving. We ask that the board provide ultimate oversight for political donations.
Benesse Holdings Inc
Ticker 9783
Meeting Date
23-Jun-12
Country
Japan
Meeting Type
Annual
ISIN: JP3835620000 SEDOL: 6121927
Page 1 of 60
Vote Summary Report Report was run from: 4/1/12 to 6/30/12
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Benesse Holdings Inc
Mgmt Rec Proponent Vote Instruction
1.1 Elect Director Fukutake, Soichiro Mgmt For For
Mgmt ForForElect Director Fukushima, Tamotsu 1.2
Mgmt ForForElect Director Fukuhara, Kenichi 1.3
Mgmt ForForElect Director Uchinaga, Yukako 1.4
Mgmt ForForElect Director Kobayashi, Hitoshi 1.5
Mgmt ForForElect Director Murakami, Teruyasu 1.6
Mgmt ForForElect Director Adachi, Tamotsu 1.7
Mgmt ForForElect Director Mitani, Hiroyuki 1.8
BG Group plc
Ticker BG.
Meeting Date
16-May-12
Country
United Kingdom
Meeting Type
Annual
ISIN: GB0008762899 SEDOL: 0876289
Mgmt Rec Proponent Vote Instruction
1 Accept Financial Statements and Statutory Reports Mgmt For For
Mgmt ForForApprove Remuneration Report 2
Rationale: We voted for the remuneration report. While we welcome the overall structure of the remuneration system we note that the HSSE component of the Annual Incentive Scheme has been below target for 2011. In light of the growing importance of HSSE management for BG, we would encourage the company to provide greater transparency on the HSSE criteria used in the balanced scorecard and explain how performance in this area is reflected in bonus awards.
Mgmt ForForApprove Final Dividend 3
Mgmt ForForElect Vivienne Cox as Director 4
Mgmt ForForElect Chris Finlayson as Director 5
Mgmt ForForElect Andrew Gould as Director 6
Mgmt ForForRe-elect Peter Backhouse as Director 7
Mgmt ForForRe-elect Fabio Barbosa as Director 8
Mgmt ForForRe-elect Sir Frank Chapman as Director 9
Mgmt ForForRe-elect Baroness Hogg as Director 10
Mgmt ForForRe-elect Dr John Hood as Director 11
Mgmt ForForRe-elect Martin Houston as Director 12
Page 2 of 60
Vote Summary Report Report was run from: 4/1/12 to 6/30/12
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BG Group plc
Mgmt Rec Proponent Vote Instruction
Mgmt ForForRe-elect Caio Koch-Weser as Director 13
Mgmt ForForRe-elect Sir David Manning as Director 14
Mgmt ForForRe-elect Mark Seligman as Director 15
Mgmt ForForRe-elect Patrick Thomas as Director 16
Mgmt ForForRe-elect Philippe Varin as Director 17
Mgmt ForForReappoint PricewaterhouseCoopers LLP as Auditors 18
Mgmt ForForAuthorise the Audit Committee to Fix Remuneration of Auditors 19
Mgmt ForForApprove EU Political Donations and Expenditure 20
Mgmt ForForAuthorise Issue of Equity with Pre-emptive Rights 21
Mgmt ForForAuthorise Issue of Equity without Pre-emptive Rights 22
Mgmt ForForAuthorise Market Purchase 23
Mgmt ForForAuthorise the Company to Call EGM with Two Weeks' Notice 24
Commerzbank AG
Ticker CBK
Meeting Date
23-May-12
Country
Germany
Meeting Type
Annual
ISIN: DE0008032004 SEDOL: 4325538
Mgmt Rec Proponent Vote Instruction
Resolutions For All Shareholders Mgmt
MgmtReceive Financial Statements and Statutory Reports for Fiscal 2011 (Non-Voting)
1
Mgmt ForForApprove Discharge of Management Board for Fiscal 2011 2
Mgmt AgainstForApprove Discharge of Supervisory Board for Fiscal 2011 3
Rationale: We voted against the resolution because only one new Supervisory Board member was up for election at this AGM. Notwithstanding the flexibility offered under German law we believe at least a core of board members, preferably all board members, should stand for (re-)election every year. We also urge the company to put its remuneration plan to a shareholder vote on an annual basis.
Mgmt ForForRatify PricewaterhouseCoopers as Auditors for Fiscal 2012 4
Mgmt ForForRatify PricewaterhouseCoopers AG as Auditors for the Inspection of the Interim Report for the First Quarter of Fiscal 2013
5
Mgmt ForForElect Gertrude Tumpel-Gugerell to the Supervisory Board 6
Page 3 of 60
Vote Summary Report Report was run from: 4/1/12 to 6/30/12
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Commerzbank AG
Mgmt Rec Proponent Vote Instruction
Mgmt ForForApprove Creation of EUR 1.15 Billion Pool of Capital with Partial Exclusion of Preemptive Rights
7.1
Rationale: We voted against because, while we are aware of the recent regulatory changes in the Gesetz zur Umsetzung der Aktionärsrechterichtlinie (ARUG), we believe authorisation for capital issuance should occur annually. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.
MgmtResolution for Holders of Shares with Security Code Number 803 200 (Common Shares)
Mgmt ForForConfirm Creation of EUR 1.15 Billion Pool of Capital with Partial Exclusion of Preemptive Rights
7.2
Rationale: We voted against because, while we are aware of the recent regulatory changes in the Gesetz zur Umsetzung der Aktionärsrechterichtlinie (ARUG), we believe authorisation for capital issuance should occur annually. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.
MgmtResolution for Holders of Shares with Security Code Number A1M MES (Securities Held by Financial Market Stabilization Fund)
MgmtConfirm Creation of EUR 1.15 Billion Pool of Capital with Partial Exclusion of Preemptive Rights
7.3
MgmtResolution For All Shareholders
Mgmt ForForApprove Creation of EUR 2.46 Billion Pool of Capital without Preemptive Rights for Repayment of Silent Contribution of German Financial Market Stabilization Fund
8.1
Rationale: We voted against because, while we are aware of the recent regulatory changes in the Gesetz zur Umsetzung der Aktionärsrechterichtlinie (ARUG), we believe authorisation for capital issuance should occur annually. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.
MgmtResolution for Holders of Shares with Security Code Number 803 200 (Common Shares)
Mgmt ForForConfirm Creation of EUR 2.46 Billion Pool of Capital without Preemptive Rights for Repayment of Silent Contribution of German Financial Market Stabilization Fund
8.2
Rationale: We voted against because, while we are aware of the recent regulatory changes in the Gesetz zur Umsetzung der Aktionärsrechterichtlinie (ARUG), we believe authorisation for capital issuance should occur annually. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.
MgmtResolution for Holders of Shares with Security Code Number A1M MES (Securities Held by Financial Market Stabilization Fund)
MgmtConfirm Creation of EUR 2.46 Billion Pool of Capital without Preemptive Rights for Repayment of Silent Contribution of German Financial Market Stabilization Fund
8.3
MgmtResolution For All Shareholders
Page 4 of 60
Vote Summary Report Report was run from: 4/1/12 to 6/30/12
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Commerzbank AG
Mgmt Rec Proponent Vote Instruction
Mgmt ForForApprove Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 8.4 Billion; Approve Creation of EUR 2.75 Billion Pool of Capital to Guarantee Conversion Rights
9.1
Rationale: We voted against because, while we are aware of the recent regulatory changes in the Gesetz zur Umsetzung der Aktionärsrechterichtlinie (ARUG), we believe authorisation for capital issuance should occur annually. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.
MgmtResolution for Holders of Shares with Security Code Number 803 200 (Common Shares)
Mgmt ForForConfirm Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 8.4 Billion; Confirm Creation of EUR 2.75 Billion Pool of Capital to Guarantee Conversion Rights
9.2
Rationale: We voted against because, while we are aware of the recent regulatory changes in the Gesetz zur Umsetzung der Aktionärsrechterichtlinie (ARUG), we believe authorisation for capital issuance should occur annually. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.
MgmtResolution for Holders of Shares with Security Code Number A1M MES (Securities Held by Financial Market Stabilization Fund)
MgmtConfirm Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 8.4 Billion; Confirm Creation of EUR 2.75 Billion Pool of Capital to Guarantee Conversion Rights
9.3
MgmtResolution For All Shareholders
Mgmt ForForApprove Creation of EUR 935 Million Pool of Capital without Preemptive Rights to Guarantee Conversion Rights for German Financial Market Stabilization Fund
10.1
Rationale: We voted against because, while we are aware of the recent regulatory changes in the Gesetz zur Umsetzung der Aktionärsrechterichtlinie (ARUG), we believe authorisation for capital issuance should occur annually. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.
MgmtResolution for Holders of Shares with Security Code Number 803 200 (Common Shares)
Mgmt ForForApprove Creation of EUR 935 Million Pool of Capital without Preemptive Rights to Guarantee Conversion Rights for German Financial Market Stabilization Fund
10.2
Rationale: We voted against because, while we are aware of the recent regulatory changes in the Gesetz zur Umsetzung der Aktionärsrechterichtlinie (ARUG), we believe authorisation for capital issuance should occur annually. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.
MgmtResolution for Holders of Shares with Security Code Number A1M MES (Securities Held by Financial Market Stabilization Fund)
Page 5 of 60
Vote Summary Report Report was run from: 4/1/12 to 6/30/12
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Commerzbank AG
Mgmt Rec Proponent Vote Instruction
MgmtApprove Creation of EUR 935 Million Pool of Capital without Preemptive Rights to Guarantee Conversion Rights for German Financial Market Stabilization Fund
10.3
MgmtShareholder Proposal Submitted by Riebeck-Brauerei von 1862 AG
SH AgainstAgainstApprove Withdrawal of Confidence from Management Board Speaker Martin Blessing
11
Crown Castle International Corp.
Ticker CCI
Meeting Date
24-May-12
Country
USA
Meeting Type
Annual
ISIN: US2282271046 SEDOL: 2285991
Mgmt Rec Proponent Vote Instruction
1.1 Elect Director Cindy Christy Mgmt For Withhold
Rationale: We withheld from director C. Christy as a member of the nominating and governance committee because directors are elected in classes rather than annually. As shareholders, we should have the opportunity to communicate with our directors regularly on their performance. We urge the company to take immediate steps to declassify its board, thereby enhancing accountability. We further withheld from this director because we are concerned by how this board is balanced and would like to see the nominating committee take action. We note that more than one-third of non-executive directors have served for more than 12 years. The board should seek additional fresh perspectives.
Mgmt ForForElect Director Ari Q. Fitzgerald 1.2
Mgmt ForForElect Director Robert E. Garrison, II 1.3
Mgmt ForForElect Director John P. Kelly 1.4
Mgmt ForForRatify Auditors 2
Mgmt AgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation 3
Rationale: We voted against the compensation plan because we object to payouts for performance that didn't even meet the target. This type of upward discretion undermines the board's pay-for-performance approach and blunts the impact of variable pay.
Page 6 of 60
Vote Summary Report Report was run from: 4/1/12 to 6/30/12
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CVS Caremark Corporation
Ticker CVS
Meeting Date
10-May-12
Country
USA
Meeting Type
Annual
ISIN: US1266501006 SEDOL: 2577609
Mgmt Rec Proponent Vote Instruction
1 Elect Director C. David Brown, II Mgmt For For
Rationale: We voted for this director.
Mgmt ForForElect Director David W. Dorman 2
Rationale: We voted for this director.
Mgmt ForForElect Director Anne M. Finucane 3
Rationale: We voted for this director.
Mgmt ForForElect Director Kristen Gibney Williams 4
Rationale: We voted for this director.
Mgmt ForForElect Director Marian L. Heard 5
Rationale: We voted for this director.
Mgmt ForForElect Director Larry J. Merlo 6
Rationale: We voted for this director.
Mgmt ForForElect Director Jean-Pierre Millon 7
Rationale: We voted for this director.
Mgmt ForForElect Director C.A. Lance Piccolo 8
Rationale: We voted for this director.
Mgmt AgainstForElect Director Richard J. Swift 9
Rationale: We voted against director R.J. Swift because he sits on the boards of more than four public companies. Given increasing demands on directors, they must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt ForForElect Director Tony L. White 10
Rationale: We voted for this director.
Mgmt ForForRatify Auditors 11
Mgmt AgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation 12
Rationale: We voted against the plan because a larger percentage of the equity awards should be tied to performance conditions.
Mgmt ForForProvide Right to Act by Written Consent 13
Page 7 of 60
Vote Summary Report Report was run from: 4/1/12 to 6/30/12
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CVS Caremark Corporation
Mgmt Rec Proponent Vote Instruction
SH ForAgainstReport on Political Contributions 14
Rationale: We voted for this proposal because while the company provides some related disclosure, more comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including gifts to 527 organizations and ballot initiatives. In addition, it should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe the company's policies and processes for giving. We ask that the board provide ultimate oversight for political donations.
DaVita Inc.
Ticker DVA
Meeting Date
11-Jun-12
Country
USA
Meeting Type
Annual
ISIN: US23918K1088 SEDOL: 2898087
Mgmt Rec Proponent Vote Instruction
1 Elect Director Pamela M. Arway Mgmt For For
Mgmt ForForElect Director Charles G. Berg 2
Mgmt ForForElect Director Carol Anthony (John) Davidson 3
Mgmt ForForElect Director Paul J. Diaz 4
Mgmt ForForElect Director Peter T. Grauer 5
Mgmt ForForElect Director John M. Nehra 6
Mgmt ForForElect Director William L. Roper 7
Mgmt ForForElect Director Kent J. Thiry 8
Mgmt ForForElect Director Roger J. Valine 9
Mgmt ForForRatify Auditors 10
Mgmt AgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation 11
Rationale: We voted against the compensation plan because equity awards are not triggered by demonstrated performance. We prefer performance-based equity incentive plans that incentivize truly exceptional performance. Targets should be clearly disclosed and stretching.
Mgmt AgainstForAmend Omnibus Stock Plan 12
Rationale: We voted against because we are concerned with the high grant rate, which will lead to excessive dilution.
Page 8 of 60
Vote Summary Report Report was run from: 4/1/12 to 6/30/12
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DaVita Inc.
Mgmt Rec Proponent Vote Instruction
SH ForAgainstStock Retention/Holding Period 13
Rationale: We voted for the proposal because we agree that companies should introduce substantial long-term holding requirements for senior executives. The idea of extending some portion past retirement, resignation or termination has merit. While we don't necessarily endorse the specific threshold recommended by the proponents, we would like the company to take a more robust approach to stock retention of long-term equity awards. This would also facilitate recouping awards in the event of fraud, a serious deterioration of the business due to inappropriate management of risk, a major restatement or other serious management failures.
Diagnosticos da America SA
Ticker DASA3
Meeting Date
27-Apr-12
Country
Brazil
Meeting Type
Annual
ISIN: BRDASAACNOR1 SEDOL: B03WBK9
Mgmt Rec Proponent Vote Instruction
1 Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2011
Mgmt For For
Rationale: We voted for but noted that no directors are standing for election. Shareholders should be eligible to elect at least one third of the board annually, in order to hold them accountable.
Mgmt ForForApprove Capital Budget and Allocation of Income 2
Mgmt ForForApprove Remuneration of Executive Officers and Non-Executive Directors
3
SH AgainstNoneChange Size of Board of Directors to Six Directors, from Five Currently
4
Rationale: We do not support this shareholder proposal as it is related to the nomination of a director candidate presented by a significant shareholder. Our vote is not a reflection on the merit of the request nor the qualifications of the new board nominee, but on the notion that we cannot be assured that the nominee will represent minority shareholders' interests. Moreover, the company has not provided an explicit recommendation in favour or against the increase in board size or the proposed shareholder nominee.
Diagnosticos da America SA
Ticker DASA3
Meeting Date
27-Apr-12
Country
Brazil
Meeting Type
Special
ISIN: BRDASAACNOR1 SEDOL: B03WBK9
Mgmt Rec Proponent Vote Instruction
1 Elect Shareholder Nominee to the Board SH None Against
Page 9 of 60
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Diagnosticos da America SA
Mgmt Rec Proponent Vote Instruction
Rationale: We do not support this shareholder proposal as it is related to the nomination of a director candidate presented by a significant shareholder. Our vote is not a reflection on the merit of the request nor the qualifications of the new board nominee, but on the notion that we cannot be assured that the nominee will represent minority shareholders' interests. Moreover, the company has not provided an explicit recommendation in favour or against the increase in board size or the proposed shareholder nominee.
eBay Inc.
Ticker EBAY
Meeting Date
26-Apr-12
Country
USA
Meeting Type
Annual
ISIN: US2786421030 SEDOL: 2293819
Mgmt Rec Proponent Vote Instruction
1 Elect Director Marc L. Andreessen Mgmt For For
Mgmt ForForElect Director William C. Ford, Jr. 2
Mgmt ForForElect Director Dawn G. Lepore 3
Mgmt ForForElect Director Kathleen C. Mitic 4
Mgmt ForForElect Director Pierre M. Omidyar 5
Mgmt AgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation 6
Rationale: We voted against the plan because a larger percentage of the equity awards should be tied to performance conditions.
Mgmt ForForAmend Omnibus Stock Plan 7
Mgmt ForForApprove Qualified Employee Stock Purchase Plan 8
Mgmt ForForDeclassify the Board of Directors 9
Rationale: We voted for and applaud the company's decision to declassify the board. The annual election of directors provides greater board accountability to shareholders.
Mgmt ForForProvide Right to Call Special Meeting 10
Rationale: We voted for because we agree with the spirit of the proposal and the importance of allowing substantial shareholders to raise important issues in a special meeting. However, it has been our experience that a total holding requirement of 5% is a suitable threshold to avoid abuse and encourage the company to consider a threshold lower than the proposed 25 percent.
Mgmt ForForRatify Auditors 11
Page 10 of 60
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Ebro Foods S.A
Ticker EVA
Meeting Date
28-May-12
Country
Spain
Meeting Type
Annual
ISIN: ES0112501012 SEDOL: 5468324
Mgmt Rec Proponent Vote Instruction
Annual Meeting Mgmt
Mgmt ForForApprove Consolidated and Standalone Financial Statements, Management Report, and Corporate Governance Report for FY 2011
1
Mgmt ForForApprove Discharge of Directors for FY 2011 2
Mgmt ForForApprove Allocation of Income and Dividends of EUR 0.60 Per Share
3
Mgmt ForForApprove Two Special Dividend Payments 4
Mgmt ForForAppoint Auditors 5
Mgmt ForForAdvisory Vote on Remuneration Report 6
Rationale: We voted for but wish to express our concerns regarding non-executive pay. A significant portion of remuneration to non-executives lies on profit sharing, which is akin to performance-based remuneration. Given that this may compromise their independence and ability to hold management accountable, we encourage the company to eliminate this practice and reward non-executives on a fixed salary basis.
Mgmt ForForApprove Charitable Donations 7
Mgmt ForForAmend Article 2 of Bylaws Re: Corporate Purpose 8.1
Mgmt ForForAmend Articles 9, 10, 13, 14 and 18 of Bylaws; Add Article 10 Bis to Bylaws
8.2
Mgmt ForForAmend Articles 23, 25 and 27 of Bylaws 8.3
Mgmt ForForAmend Article 28 of Bylaws 8.4
Mgmt ForForAmend Articles 31, 32, 33, 35, 37 and 38 of Bylaws 8.5
Mgmt ForForAdopt Restated Bylaws 8.6
Mgmt ForForAmend Article 2 of General Meeting Regulations 9.1
Mgmt ForForAmend Articles 3 and 4 of of General Meeting Regulations; Add Article 4 Bis to General Meeting Regulations
9.2
Mgmt ForForAmend Articles 6 and 7 of General Meeting Regulations 9.3
Mgmt ForForAmend Articles 14 and 18 of General Meeting Regulations 9.4
Mgmt ForForAdopt Restated Regulations 9.5
MgmtReceive Amendments to Board of Directors' Regulations 10
Page 11 of 60
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Ebro Foods S.A
Mgmt Rec Proponent Vote Instruction
Mgmt AgainstForFix Number of and Elect Directors 11
Rationale: We voted against because, at the time when proxies had to be submitted, the names of directors to be elected was not disclosed. Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are concerned about the insufficient balance of independence on Ebro Foods' board, with the current board composition not reflecting the share ownership structure of the company. F&C considers it important for listed companies’ boards to have a sufficient number of independent non-executive directors to represent minority shareholders and fulfil committee memberships.
Mgmt ForForAllow Director Instituto Hispanico del Arroz SA to Assume Positions with Other Companies
12.1
Mgmt ForForAllow Director Antonio Hernandez Callejas to Assume Positions with Other Companies
12.2
Mgmt ForForAllow Director Demetrio Carceller Arce to Assume Positions with Other Companies
12.3
Mgmt ForForAllow Director Rudolf-August Oetker to Assume Positions with Other Companies
12.4
Mgmt ForForApprove Company's Corporate Web Site 13
Mgmt ForForAuthorize Board to Ratify and Execute Approved Resolutions 14
Galp Energia, SGPS S.A.
Ticker GALP
Meeting Date
24-Apr-12
Country
Portugal
Meeting Type
Special
ISIN: PTGAL0AM0009 SEDOL: B1FW751
Mgmt Rec Proponent Vote Instruction
1 Elect Directors Mgmt For Abstain
Rationale: We abstained because, at the time when proxies had to be submitted, there was insufficient biographical information provided on directors to enable us to assess their independence and qualifications.
Mgmt AgainstForAmend Articles 2
Rationale: A vote AGAINST this item is warranted because: The company has bundled a comprehensive revision of its bylaws into a single voting item; Although the company has provided the complete text of the new bylaws, it has not explicitly addressed each of the proposed changes;Some of the proposed changes appear material in nature and not in line with the best interests of minority shareholders.
Mgmt AgainstForIncrease Terms for Fiscal Council, Auditor, and Remuneration Committee to Four Years
3
Rationale: We voted against because extended terms reduce the frequency of accountability of the company's corporate bodies; and the company's disclosure lacked clarity and the proposal appears to encompass extended terms for all corporate bodies, including the board of directors.
Page 12 of 60
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Galp Energia, SGPS S.A.
Ticker GALP
Meeting Date
07-May-12
Country
Portugal
Meeting Type
Annual
ISIN: PTGAL0AM0009 SEDOL: B1FW751
Mgmt Rec Proponent Vote Instruction
1 Accept Individual and Consolidated Financial Statements and Statutory Reports for Fiscal 2011
Mgmt For For
Rationale: Item 1: We voted for but noted that no directors are standing for election. Shareholders should be eligible to elect at least one third of the board annually, in order to hold them accountable.
Mgmt ForForApprove Allocation of Income and Dividends 2
Mgmt ForForApprove Company's Corporate Governance Report 3
Mgmt ForForApprove Discharge of Management and Supervisory Board 4
Mgmt ForForApprove Remuneration Policy 5
Gerresheimer AG
Ticker GXI
Meeting Date
26-Apr-12
Country
Germany
Meeting Type
Annual
ISIN: DE000A0LD6E6 SEDOL: B1Y47Y7
Mgmt Rec Proponent Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2011 (Non-Voting)
Mgmt
Mgmt ForForApprove Allocation of Income and Dividends of EUR 0.60 per Share
2
Mgmt ForForApprove Discharge of Management Board for Fiscal 2011 3
Mgmt ForForApprove Discharge of Supervisory Board for Fiscal 2011 4
Mgmt ForForRatify Deloitte & Touche GmbH as Auditors for Fiscal 2012 5
Mgmt ForForElect Karin Dorrepaal to the Supervisory Board 6a
Mgmt ForForElect Peter Noe to the Supervisory Board 6b
Mgmt ForForElect Hans Peters to the Supervisory Board 6c
Mgmt AbstainForElect Gerhard Schulze to the Supervisory Board 6d
Rationale: We abstained because, while we have no objections to this director’s performance, we wish to comment on the company’s say on pay practices. In line with the recent adoption of the Gesetz zur Angemessenheit der Vorstandsvergütung (VorstAG Act), we encourage the company to put its remuneration report to an annual advisory shareholder vote.
Mgmt ForForElect Theodor Stuth to the Supervisory Board 6e
Page 13 of 60
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Gerresheimer AG
Mgmt Rec Proponent Vote Instruction
Mgmt ForForElect Udo Vetter to the Supervisory Board 6f
Mgmt AgainstForApprove Creation of EUR 15.7 Million Pool of Capital with Partial Exclusion of Preemptive Rights
7
Rationale: We voted against because the resolution provides for an increase in capital of greater than 10% without pre-emption rights. We consider any request greater than 10% excessive and would expect additional justification by the company. We voted against because this resolution provides an exceptionally long authorisation period. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.
Mgmt AgainstForApprove Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million; Approve Creation of EUR 6.3 Million Pool of Capital to Guarantee Conversion Rights
8
Rationale: We voted against because this resolution provides an exceptionally long authorisation period. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.
Henry Schein, Inc.
Ticker HSIC
Meeting Date
15-May-12
Country
USA
Meeting Type
Annual
ISIN: US8064071025 SEDOL: 2416962
Mgmt Rec Proponent Vote Instruction
1.1 Elect Director Stanley M. Bergman Mgmt For For
Rationale: We voted for this director.
Mgmt ForForElect Director Gerald A. Benjamin 1.2
Rationale: We voted for this director.
Mgmt ForForElect Director James P. Breslawski 1.3
Rationale: We voted for this director.
Mgmt ForForElect Director Mark E. Mlotek 1.4
Rationale: We voted for this director.
Mgmt ForForElect Director Steven Paladino 1.5
Rationale: We voted for this director.
Mgmt ForForElect Director Barry J. Alperin 1.6
Rationale: We voted for this director.
Mgmt ForForElect Director Paul Brons 1.7
Rationale: We voted for this director.
Page 14 of 60
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Henry Schein, Inc.
Mgmt Rec Proponent Vote Instruction
Mgmt ForForElect Director Donald J. Kabat 1.8
Rationale: We voted for this director.
Mgmt WithholdForElect Director Philip A. Laskawy 1.9
Rationale: We withheld from director P. Laskawy because he sits on the boards of more than four public companies. Given increasing demands on directors, they must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt ForForElect Director Karyn Mashima 1.10
Rationale: We voted for this director.
Mgmt ForForElect Director Norman S. Matthews 1.11
Rationale: We voted for this director.
Mgmt ForForElect Director Bradley T. Sheares 1.12
Rationale: We voted for this director.
Mgmt ForForElect Director Louis W. Sullivan 1.13
Rationale: We voted for this director.
Mgmt ForForApprove Elimination of Plurality Voting in the Election of Directors
2
Mgmt ForForAdvisory Vote to Ratify Named Executive Officers' Compensation 3
Mgmt ForForRatify Auditors 4
HSBC Holdings plc
Ticker HSBA
Meeting Date
25-May-12
Country
United Kingdom
Meeting Type
Annual
ISIN: GB0005405286 SEDOL: 0540528
Mgmt Rec Proponent Vote Instruction
1 Accept Financial Statements and Statutory Reports Mgmt For For
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HSBC Holdings plc
Mgmt Rec Proponent Vote Instruction
Mgmt AbstainForApprove Remuneration Report 2
Rationale: We abstained on the remuneration report, reflecting our mixed views of the remuneration plan's structure and how it was applied. We do see positives with regard to the long-term share retention features of the Group Performance Share Plan, and note that the remuneration committee did show some restraint in terms of making incentive awards for 2011 performance notably below the potential payouts. We also applaud the detailed disclosure of the key performance metrics and how these were assessed in terms of making final bonus decisions. However we remain concerned with the grant on performance structure in the GPSP and continue to have reservations about some of the metrics. These include the focus on Returns on Equity -- which we find to be too narrow-- and which does not fully account for risk or debt leverage. We also believe that some of the more qualitative targets relating to strategy, brand equity, people, compliance and reputation reflect what the basic salary should reward executives for. To the extent such qualitative metrics can have merit as performance indicators reflecting the execution of company strategy, we believe these should be primarily the focus of annual bonus awards-- and that longer-term rewards should reflect the economic success or failure of the strategy, as reflected by total shareholder return and risk-adjusted returns on capital. More generally, we believe the company’s agreed 1:3:6 layering of bonus potential relative to basic salary leaves considerable scope for overly generous payouts, and that the company should review carefully the quantum of executive rewards—particularly to the extent that quantum concerns could undermine the company’s initiatives relating to brand equity and reputation.
Mgmt ForForRe-elect Safra Catz as Director 3a
Mgmt ForForRe-elect Laura Cha as Director 3b
Mgmt ForForRe-elect Marvin Cheung as Director 3c
Mgmt ForForRe-elect John Coombe as Director 3d
Mgmt ForForElect Joachim Faber as Director 3e
Mgmt ForForRe-elect Rona Fairhead as Director 3f
Mgmt ForForRe-elect Douglas Flint as Director 3g
Mgmt ForForRe-elect Alexander Flockhart as Director 3h
Mgmt ForForRe-elect Stuart Gulliver as Director 3i
Mgmt ForForRe-elect James Hughes-Hallett as Director 3j
Mgmt ForForRe-elect William Laidlaw as Director 3k
Mgmt ForForElect John Lipsky as Director 3l
Mgmt ForForRe-elect Janis Lomax as Director 3m
Mgmt ForForRe-elect Iain Mackay as Director 3n
Mgmt ForForRe-elect Nagavara Murthy as Director 3o
Mgmt ForForRe-elect Sir Simon Robertson as Director 3p
Mgmt ForForRe-elect John Thornton as Director 3q
Mgmt ForForReappoint KPMG Audit plc as Auditors and Authorise Their Remuneration
4
Mgmt ForForAuthorise Issue of Equity with Pre-emptive Rights 5
Mgmt ForForAuthorise Issue of Equity without Pre-emptive Rights 6
Mgmt ForForAuthorise Market Purchase 7
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HSBC Holdings plc
Mgmt Rec Proponent Vote Instruction
Mgmt ForForApprove Scrip Dividend Program 8
Mgmt ForForAuthorise the Company to Call EGM with Two Weeks' Notice 9
Informa plc
Ticker INF
Meeting Date
17-May-12
Country
United Kingdom
Meeting Type
Annual
ISIN: JE00B3WJHK45 SEDOL: B3WJHK4
Mgmt Rec Proponent Vote Instruction
1 Accept Financial Statements and Statutory Reports Mgmt For For
Rationale: .
Mgmt ForForRe-elect Derek Mapp as Director 2
Mgmt ForForRe-elect Peter Rigby as Director 3
Mgmt ForForRe-elect Adam Walker as Director 4
Mgmt ForForRe-elect Dr Pamela Kirby as Director 5
Mgmt ForForRe-elect John Davis as Director 6
Mgmt ForForRe-elect Dr Brendan O'Neill as Director 7
Mgmt ForForRe-elect Stephen Carter as Director 8
Mgmt ForForApprove Remuneration Report 9
Rationale: We voted for but remain concerned that CEO Peter Rigby's continues to be entitled to receive a bonus under his new contract. We would have expected the Company to remedy this legacy concern when redrafting the contracts. However, we acknowledge that the Company also disclosed a policy that stipulates future contracts will not contain bonuses in termination payments.
Mgmt ForForReappoint Deloitte LLP as Auditors 10
Mgmt ForForAuthorise Board to Fix Remuneration of Auditors 11
Mgmt ForForAuthorise Issue of Equity with Pre-emptive Rights 12
Mgmt ForForAuthorise Issue of Equity without Pre-emptive Rights 13
Mgmt ForForAuthorise Market Purchase 14
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Informatica Corporation
Ticker INFA
Meeting Date
31-May-12
Country
USA
Meeting Type
Annual
ISIN: US45666Q1022 SEDOL: 2412067
Mgmt Rec Proponent Vote Instruction
1 Elect Director Sohaib Abbasi Mgmt For Against
Rationale: We voted against this long serving director because directors are elected in classes rather than annually. This vote is not a comment on the chairmanship of the company. As shareholders, we should have the opportunity to communicate with our directors regularly on their performance. We urge the company to take immediate steps to declassify its board, thereby enhancing accountability.
Mgmt ForForElect Director Geoffrey W. Squire 2
Mgmt AgainstForAmend Omnibus Stock Plan 3
Rationale: We voted against because we are concerned with the high grant rate, which will lead to excessive dilution.
Mgmt ForForRatify Auditors 4
Mgmt AgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation 5
Rationale: We voted against the compensation plan because equity awards are not triggered by demonstrated performance. We prefer performance-based equity incentive plans that incentivize truly exceptional performance. Targets should be clearly disclosed and stretching.
Intel Corporation
Ticker INTC
Meeting Date
17-May-12
Country
USA
Meeting Type
Annual
ISIN: US4581401001 SEDOL: 2463247
Mgmt Rec Proponent Vote Instruction
1 Elect Director Charlene Barshefsky Mgmt For For
Mgmt ForForElect Director Andy D. Bryant 2
Mgmt ForForElect Director Susan L. Decker 3
Mgmt ForForElect Director John J. Donahoe 4
Mgmt ForForElect Director Reed E. Hundt 5
Mgmt ForForElect Director Paul S. Otellini 6
Mgmt ForForElect Director James D. Plummer 7
Mgmt ForForElect Director David S. Pottruck 8
Mgmt ForForElect Director Frank D. Yeary 9
Mgmt ForForElect Director David B. Yoffie 10
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Intel Corporation
Mgmt Rec Proponent Vote Instruction
Mgmt ForForRatify Auditors 11
Rationale: We note that the audit firm has served the company more than 20 years. While F&C does not currently advocate a specific term limit for auditors, we are increasingly aware that there is value in gaining new perspectives on finances and controls. We ask that the company consider a plan for bringing in a new auditing firm.
Mgmt ForForAdvisory Vote to Ratify Named Executive Officers' Compensation 12
Rationale: We voted for because overall pay is well aligned with performance, and because the compensation committee has provided a clear explanation of recent changes in the equity compensation plan that should better incentivise and retain key executives. Nevertheless, we would encourage the company to continue its shift away from options in favour of performance-based share grants which provide better alignment with the interests of shareholders.
SH ForAgainstAdopt Proxy Statement Reporting on Political Contributions and Advisory Vote
13
Rationale: We voted for because, while we recognise and commend the company's excellent disclosure regarding its approach to political spending and public policy lobbying, we support putting the company's political donations budget to a vote. This is standard practice in the UK and ensures board accountability to shareholders by obtaining their vote in favour of the company's political spending policy and overall donations budget each year in advance. However, we do not support an advisory vote with the substantial amount of detail requested by the proponents.
IntercontinentalExchange, Inc.
Ticker ICE
Meeting Date
18-May-12
Country
USA
Meeting Type
Annual
ISIN: US45865V1008 SEDOL: B0PBS81
Mgmt Rec Proponent Vote Instruction
1 Elect Director Charles R. Crisp Mgmt For For
Rationale: We voted for this director and have no immediately concerns with his independence or credentials.
Mgmt ForForElect Director Jean-Marc Forneri 2
Mgmt ForForElect Director Judd A. Gregg 3
Mgmt ForForElect Director Fred W. Hatfield 4
Mgmt ForForElect Director Terrence F. Martell 5
Mgmt ForForElect Director Callum McCarthy 6
Mgmt ForForElect Director Sir Robert Reid 7
Mgmt AgainstForElect Director Frederic V. Salerno 8
Rationale: We voted against because this director sits on the boards of more than four public companies. Given increasing demands on directors, they must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
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IntercontinentalExchange, Inc.
Mgmt Rec Proponent Vote Instruction
Mgmt ForForElect Director Jeffrey C. Sprecher 9
Mgmt AgainstForElect Director Judith A. Sprieser 10
Rationale: We voted against because this director sits on the boards of more than four public companies. Given increasing demands on directors, they must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt AgainstForElect Director Vincent Tese 11
Rationale: We voted against because this director sits on the boards of more than four public companies. Given increasing demands on directors, they must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt ForForAdvisory Vote to Ratify Named Executive Officers' Compensation 12
Mgmt ForForRatify Auditors 13
Intertek Group plc
Ticker ITRK
Meeting Date
17-May-12
Country
United Kingdom
Meeting Type
Annual
ISIN: GB0031638363 SEDOL: 3163836
Mgmt Rec Proponent Vote Instruction
1 Accept Financial Statements and Statutory Reports Mgmt For For
Mgmt AbstainForApprove Remuneration Report 2
Rationale: We abstained because we are concerned that rewards for performance against short-term targets exceed those for long-term targets and could drive short-term decision-making at the expense of long-term strategy.
Mgmt ForForApprove Final Dividend 3
Mgmt ForForElect Sir David Reid as Director 4
Mgmt ForForRe-elect Edward Astle as Director 5
Mgmt ForForRe-elect Alan Brown as Director 6
Mgmt ForForRe-elect Wolfhart Hauser as Director 7
Mgmt ForForRe-elect Christopher Knight as Director 8
Mgmt ForForRe-elect Lloyd Pitchford as Director 9
Mgmt ForForRe-elect Michael Wareing as Director 10
Mgmt ForForReappoint KPMG Audit plc as Auditors 11
Mgmt ForForAuthorise Board to Fix Remuneration of Auditors 12
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Intertek Group plc
Mgmt Rec Proponent Vote Instruction
Mgmt AbstainForAuthorise Issue of Equity with Pre-emptive Rights 13
Rationale: We abstained because the resolution provides for an increase in capital of greater than one-third. We consider any request greater than one-third of the issued share capital to be excessive and would expect additional justification by the company.
Mgmt ForForApprove EU Political Donations and Expenditure 14
Mgmt ForForAuthorise Issue of Equity without Pre-emptive Rights 15
Mgmt ForForAuthorise Market Purchase 16
Mgmt ForForAuthorise the Company to Call EGM with Two Weeks' Notice 17
Keyence Corp.
Ticker 6861
Meeting Date
13-Jun-12
Country
Japan
Meeting Type
Annual
ISIN: JP3236200006 SEDOL: 6490995
Mgmt Rec Proponent Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 30 Mgmt For Against
Rationale: We voted against because we consider the proposed dividend to be too low. We encourage the board to ensure cash is utilised efficiently to maximise returns for shareholders.
Mgmt ForForAmend Articles to Set a One-Time Shortened Fiscal Term for Accelerated Tax Benefit
2
Mgmt ForForElect Director Takizaki, Takemitsu 3.1
Mgmt ForForElect Director Yamamoto, Akinori 3.2
Mgmt AgainstForElect Director Kanzawa, Akira 3.3
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Kimura, Tsuyoshi 3.4
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
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Keyence Corp.
Mgmt Rec Proponent Vote Instruction
Mgmt AgainstForElect Director Ueda, Yoshihiro 3.5
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Konishi, Masayuki 3.6
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Ideno, Tomohide 3.7
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Sasaki, Michio 3.8
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForAppoint Statutory Auditor Kosaka, Keizo 4.1
Rationale: We voted against because this director sits on the statutory auditor board but is not considered to be independent. The auditor board should be majority independent and work closley with the independent board directors to ensure a robust system of oversight and internal control.
Mgmt ForForAppoint Statutory Auditor Ogawa, Koichi 4.2
Mgmt ForForAppoint Alternate Statutory Auditor Kitamura, Tomiji 5
Kubota Corp.
Ticker 6326
Meeting Date
22-Jun-12
Country
Japan
Meeting Type
Annual
ISIN: JP3266400005 SEDOL: 6497509
Mgmt Rec Proponent Vote Instruction
1.1 Elect Director Masumoto, Yasuo Mgmt For For
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Kubota Corp.
Mgmt Rec Proponent Vote Instruction
Mgmt AbstainForElect Director Tomita, Tetsuji 1.2
Rationale: We abstained because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AbstainForElect Director Sakamoto, Satoru 1.3
Rationale: We abstained because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AbstainForElect Director Kimata, Masatoshi 1.4
Rationale: We abstained because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AbstainForElect Director Kubo, Toshihiro 1.5
Rationale: We abstained because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AbstainForElect Director Kimura, Shigeru 1.6
Rationale: We abstained because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt ForForElect Director Mizuno, Yuzuru 1.7
Mgmt ForForElect Director Sato, Junichi 1.8
Mgmt ForForApprove Annual Bonus Payment to Directors 2
Lindt & Spruengli AG
Ticker LISN
Meeting Date
26-Apr-12
Country
Switzerland
Meeting Type
Annual
ISIN: CH0010570759 SEDOL: 5962309
Did not vote due to share blocking
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Lindt & Spruengli AG
Mgmt Rec Proponent Vote Instruction
1 Share Re-registration Consent Mgmt For Do Not Vote
Lindt & Spruengli AG
Ticker LISN
Meeting Date
26-Apr-12
Country
Switzerland
Meeting Type
Annual
ISIN: CH0010570759 SEDOL: 5962309
Did not vote due to share blocking
Mgmt Rec Proponent Vote Instruction
1 Accept Financial Statements and Statutory Reports Mgmt For Do Not Vote
Mgmt Do Not VoteForApprove Discharge of Board and Senior Management 2
Mgmt Do Not VoteForApprove Allocation of Income and Omission of Dividends 3.1
Mgmt Do Not VoteForApprove Transfer of CHF 116 Million from Capital Contribution Reserves to Free Reserves and Dividends of CHF 500 per Share and CHF 50 per Participation Certificate
3.2
Mgmt Do Not VoteForReelect Elisabeth Guertler as Director 4.1
Rationale: Item 4.2: We voted against because we do not consider this director independent and yet s/he sits on the audit committee. The audit committee requires ironclad independence and this director's membership could hamper the committee's impartiality and effectiveness. We voted against this director because, while we have no objections to this individual's performance, we wish to comment on board balance and integrity. The board should include at least 50% independent non-executive directors.
Mgmt Do Not VoteForReelect Franz Oesch as Director 4.2
Mgmt Do Not VoteForRatify PricewaterhouseCoopers AG as Auditors 5
Mgmt Do Not VoteForApprove CHF 330,000 Reduction in Share Capital via Cancellation of Repurchased Shares and CHF 530,000 Reduction in Participation Capital via Cancellation of Repurchased Participation Certificates
6
Manila Water Company, Inc.
Ticker MWC
Meeting Date
16-Apr-12
Country
Philippines
Meeting Type
Annual
ISIN: PHY569991086 SEDOL: B0684C7
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Manila Water Company, Inc.
Mgmt Rec Proponent Vote Instruction
Elect 11 Directors by Cumulative Voting Mgmt
Mgmt ForForElect Fernando Zobel de Ayala as a Director 1.1
Mgmt ForForElect Jaime Augusto Zobel de Ayala as a Director 1.2
Mgmt ForForElect Gerardo C. Ablaza Jr. as a Director 1.3
Mgmt ForForElect Antonino T. Aquino as a Director 1.4
Mgmt ForForElect Delfin L. Lazaro as a Director 1.5
Mgmt ForForElect John Eric T. Francia as a Director 1.6
Mgmt ForForElect Akinobu Ogata as a Director 1.7
Mgmt ForForElect Simon Gardiner as a Director 1.8
Mgmt AgainstForElect Ricardo Nicanor N. Jacinto as a Director 1.9
Rationale: We voted against because we wish to comment on the board. While we have no objection to the proposed candidate, we recommend the company recruit additional independent non-executive directors to broaden and diversify board discussion. At least one third of the board should be made up of independent non-executives.
Mgmt ForForElect Jose L. Cuisia Jr. as a Director 1.10
Mgmt ForForElect Oscar S. Reyes as a Director 1.11
Mgmt ForForApprove Minutes of Previous Shareholder Meeting Held on April 11, 2011
2
Mgmt ForForApprove Annual Report and Financial Statement of Management as of Dec. 31, 2011
3
Mgmt ForForRatify All Acts and Resolutions During the Preceding Year of the Board of Directors, Executive Comitee, Management Comitees and Officers
4
Mgmt ForForAmend Articles of Incorporation to Retire the Redeemable Preferred Shares with Total Par Value of P500 Million and Correspondingly Reduce the Authorized Capital Stock by P500 Million
5
Mgmt ForForElect Sycip Gorres Velayo & Co. as Independent Auditors and Authorize Board to Fix Their Remuneration
6
Mgmt AgainstForOther Business 7
Rationale: We voted against since we consider it inappropriate for 'Any Other Business' to be a voting item.
MEDNAX, Inc.
Ticker MD
Meeting Date
10-May-12
Country
USA
Meeting Type
Annual
ISIN: US58502B1061 SEDOL: 2677640
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MEDNAX, Inc.
Mgmt Rec Proponent Vote Instruction
1.1 Elect Director Cesar L. Alvarez Mgmt For For
Rationale: We voted for this director.
Mgmt WithholdForElect Director Waldemar A. Carlo 1.2
Rationale: We voted against director W. Carlo as a member of the compensation committee whose independence is compromised due to long service on the board. While we do not object to the director's integrity or personal performance, the board should remove directors who have long relationships with management and other directors from committees that require absolute independence.
Mgmt WithholdForElect Director Michael B. Fernandez 1.3
Rationale: We voted against director M. Fernandez whose independence is compromised due to long service on the board, and yet he sits on the compensation and nominating committees. While we do not object to the director's integrity or personal performance, the board should remove directors who have long relationships with management and other directors from committees that require absolute independence.
Mgmt WithholdForElect Director Roger K. Freeman 1.4
Rationale: We voted against director R. Freeman as chairman of the nominating committee because we are concerned by how this board is balanced and would like to see the nominating committee take action. We noted that at least one-third of non-executive directors have served for more than 12 years. The board should seek additional fresh perspectives.
Mgmt ForForElect Director Paul G. Gabos 1.5
Rationale: We voted for this director.
Mgmt ForForElect Director Pascal J. Goldschmidt 1.6
Rationale: We voted for this director.
Mgmt ForForElect Director Manuel Kadre 1.7
Rationale: We voted for this director.
Mgmt ForForElect Director Roger J. Medel 1.8
Rationale: We voted for this director.
Mgmt ForForElect Director Donna E. Shalala 1.9
Rationale: We voted for this director.
Mgmt ForForElect Director Enrique J. Sosa 1.10
Rationale: We voted for this director.
Mgmt AgainstForAmend Omnibus Stock Plan 2
Rationale: We voted against because we are concerned with the high grant rate, which will lead to excessive dilution. We further voted against the plan because it includes features that allow for loans to exercise options. This is inconsistent with good practice and should be eliminated.
Mgmt ForForRatify Auditors 3
Mgmt ForForAdvisory Vote to Ratify Named Executive Officers' Compensation 4
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Mettler-Toledo International Inc.
Ticker MTD
Meeting Date
03-May-12
Country
USA
Meeting Type
Annual
ISIN: US5926881054 SEDOL: 2126249
Mgmt Rec Proponent Vote Instruction
1 Elect Director Robert F. Spoerry Mgmt For For
Mgmt ForForElect Director Wah-Hui Chu 2
Mgmt ForForElect Director Francis A. Contino 3
Mgmt ForForElect Director Olivier A. Filliol 4
Mgmt ForForElect Director Michael A. Kelly 5
Mgmt ForForElect Director Martin D. Madaus, Ph.D. 6
Mgmt ForForElect Director Hans Ulrich Maerki 7
Mgmt ForForElect Director George M. Milne, Jr., Ph.D. 8
Mgmt ForForElect Director Thomas P. Salice 9
Mgmt ForForRatify Auditors 10
Mgmt AgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation 11
Rationale: We voted against the compensation plan because equity awards are not triggered by demonstrated performance. We prefer performance-based equity incentive plans that incentivize truly exceptional performance. Targets should be clearly disclosed and stretching.
Nexans
Ticker NEX
Meeting Date
15-May-12
Country
France
Meeting Type
Annual/Special
ISIN: FR0000044448 SEDOL: 7130836
Mgmt Rec Proponent Vote Instruction
Ordinary Business Mgmt
Mgmt ForForApprove Financial Statements and Discharge Directors 1
Mgmt ForForApprove Consolidated Financial Statements and Statutory Reports
2
Mgmt ForForApprove Allocation of Income and Dividends of EUR 1.10 per Share
3
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Nexans
Mgmt Rec Proponent Vote Instruction
Mgmt ForForReelect Frederic Vincent as Director 4
Rationale: Item 4:We voted for but note that the roles of Chairman and CEO are combined. We believe these roles are substantially different and generally should be separated to secure a proper balance between executives and outside shareholders and preserve accountability. We would also strongly ensourage the board to appoint a lead independent director to support the Chairman, ensure an orderly succession process, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.Item 5:We voted against because this director sits on the boards of more than four public companies. Directors must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt AgainstForReelect Colette Lewiner as Director 5
Mgmt ForForReelect Guillermo Luksic Craig as Director 6
Mgmt ForForSubject to Approval of Item 25, Elect Lena Wujek as Representative of Employee Shareholders to the Board
7
Mgmt ForForApprove Transaction with Frederic Vincent Re: Pension Scheme Agreement
8
Rationale: Item 9:We voted against because of concerns that the proposed pension scheme is in addition to the benefits retiring executives will receive as part of severance package and/or non-compete agreement.
Mgmt AgainstForApprove Transaction with Frederic Vincent Re: Severance Payment and Non Compete Agreement
9
Mgmt ForForSubject to Approval of Items 7 and 25, Approve Remuneration ofDirectors in the Aggregate Amount of EUR 650,000
10
Mgmt ForForRenew Appointments of PricewaterhouseCoopers Audit as Auditor and Etienne Boris as Alternate Auditor
11
Mgmt AgainstForAuthorize Repurchase of Up to 10 Percent of Issued Share Capital
12
Rationale: We voted against because shares should not be repurchased at a significant variation to the market price. Instead of setting a maximum purchase price, we encourage the company to repurchase shares at no more than 10% of market price
MgmtExtraordinary Business
Mgmt ForForApprove Reduction in Share Capital via Cancellation of Repurchased Shares
13
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Nexans
Mgmt Rec Proponent Vote Instruction
Mgmt AgainstForAuthorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 14 Million
14
Rationale: Item 14:We voted against because this resolution provides an exceptionally long authorisation period. If the company has an additional need for capital, it should come back to shareholders explaining the specific need. Item 15:We voted against because the resolution provides for an increase in capital of greater than 10% without pre-emption rights. We consider any request greater than 10% excessive and would expect additional justification by the company. We voted against because this resolution provides an exceptionally long authorisation period. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.Item 16:We voted against because the resolution provides for an increase in capital of greater than 10% without pre-emption rights. We consider any request greater than 10% excessive and would expect additional justification by the company. We voted against because this resolution provides an exceptionally long authorisation period. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.Item 17:We voted against because this extra share capital increase would provide for a total increase of more than 10% without pre-emption rights, which we consider excessive. We voted against because this resolution provides an exceptionally long authorisation period. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.Item 18:We voted against because this resolution provides an exceptionally long authorisation period. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.
Mgmt AgainstForAuthorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 4 Million
15
Mgmt AgainstForApprove Issuance of up to 20 Percent of Issued Capital Per Year for a Private Placement, up to Aggregate Nominal Amount of EUR 4 Million
16
Mgmt AgainstForAuthorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above
17
Mgmt AgainstForAuthorize Capital Increase of up to 5 Percent of Issued Capital for Future Acquisitions
18
Mgmt ForForAuthorize Capitalization of Reserves of Up to EUR 10 Million for Bonus Issue or Increase in Par Value
19
Mgmt ForForApprove Employee Stock Purchase Plan 20
Mgmt ForForApprove Stock Purchase Plan Reserved for International Employees
21
Mgmt ForForAuthorize up to Aggregate Nominal Amount of EUR 160,000 for Use in Restricted Stock Plan (for Employees and Executives)
22
Rationale: Item 24:We voted against because this plan does not effectively link executive pay to performance. Performance targets should be clearly disclosed and stretching and the compensation committee should do more to establish compensation packages that reward strong performance and build shareholder value over time.
Mgmt ForForAmend Peer Group for Performance Conditions for Restricted Shares Authorized under May 31, 2011 General Meeting
23
Mgmt AgainstForAuthorize up to Aggregate Nominal Amount of EUR 15,000 for Use in Restricted Stock Plan (for Employees)
24
Mgmt AgainstForAdd New Article 12 of Bylaws Re: Employee Shareholders Representative to the Board
25
Rationale: We voted against since the proposed amendments are not in shareholders best interest.
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Nexans
Mgmt Rec Proponent Vote Instruction
Mgmt ForForAmend Article 13 of Bylaws Re: Convening of Board Meetings 26
MgmtOrdinary Business
Mgmt ForForAuthorize Filing of Required Documents/Other Formalities 27
Pearson plc
Ticker PSON
Meeting Date
27-Apr-12
Country
United Kingdom
Meeting Type
Annual
ISIN: GB0006776081 SEDOL: 0677608
Mgmt Rec Proponent Vote Instruction
1 Accept Financial Statements and Statutory Reports Mgmt For For
Mgmt ForForApprove Final Dividend 2
Mgmt ForForRe-elect David Arculus as Director 3
Rationale: We voted in favour of this director
Mgmt ForForRe-elect Patrick Cescau as Director 4
Mgmt ForForRe-elect Will Ethridge as Director 5
Mgmt ForForRe-elect Rona Fairhead as Director 6
Mgmt ForForRe-elect Robin Freestone as Director 7
Mgmt ForFor Re-elect Susan Fuhrman as Director 8
Mgmt ForForRe-elect Ken Hydon as Director 9
Mgmt ForForRe-elect Josh Lewis as Director 10
Rationale: We voted in favour of this director despite only attending 50% of audit committee meetings, in recognition of the fact that he was only appointed in March 2011. Going forward we would emphasise the importance of a high level of board and committee attendance for all directors.
Mgmt ForForRe-elect John Makinson as Director 11
Mgmt ForForRe-elect Glen Moreno as Director 12
Mgmt ForForRe-elect Marjorie Scardino as Director 13
Mgmt ForForElect Vivienne Cox as Director 14
Mgmt ForForApprove Remuneration Report 15
Mgmt ForForReappoint PricewaterhouseCoopers LLP as Auditors 16
Mgmt ForForAuthorise Board to Fix Remuneration of Auditors 17
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Pearson plc
Mgmt Rec Proponent Vote Instruction
Mgmt AbstainForAuthorise Issue of Equity with Pre-emptive Rights 18
Rationale: We abstained because the resolution provides for an increase in capital of greater than one-third. We consider any request greater than one-third of the issued share capital to be excessive and would expect additional justification by the company.
Mgmt ForForAuthorise Issue of Equity without Pre-emptive Rights 19
Mgmt ForForAuthorise Market Purchase 20
Mgmt ForForAuthorise the Company to Call EGM with Two Weeks' Notice 21
Mgmt ForForAdopt New Articles of Association 22
PepsiCo, Inc.
Ticker PEP
Meeting Date
02-May-12
Country
USA
Meeting Type
Annual
ISIN: US7134481081 SEDOL: 2681511
Mgmt Rec Proponent Vote Instruction
1 Elect Director Shona L. Brown Mgmt For For
Mgmt ForForElect Director Ian M. Cook 2
Mgmt ForForElect Director Dina Dublon 3
Mgmt ForForElect Director Victor J. Dzau 4
Mgmt ForForElect Director Ray L. Hunt 5
Mgmt ForForElect Director Alberto Ibarguen 6
Mgmt ForForElect Director Indra K. Nooyi 7
Mgmt ForForElect Director Sharon Percy Rockefeller 8
Mgmt ForForElect Director James J. Schiro 9
Mgmt ForForElect Director Lloyd G. Trotter 10
Mgmt ForForElect Director Daniel Vasella 11
Mgmt ForForElect Director Alberto Weisser 12
Mgmt ForForRatify Auditors 13
Rationale: We note that the audit firm has served the company more than 20 years. While F&C does not currently advocate a specific term limit for auditors, we are increasingly aware that there is value in gaining new perspectives on finances and controls. We ask that the company consider a plan for bringing in a new auditing firm.
Mgmt ForForAdvisory Vote to Ratify Named Executive Officers' Compensation 14
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PepsiCo, Inc.
Mgmt Rec Proponent Vote Instruction
Mgmt ForForAmend Omnibus Stock Plan 15
SH AbstainAgainstReport on Lobbying Payments and Policy 16
Rationale: We abstained on this proposal because the company already provides reasonable disclosure of its political donations. However, we ask the company to enhance transparency around its public policy priorities, as well as its key relationships with trade associations that engage on lobbying on its behalf.
SH ForAgainstEstablish Risk Oversight Committee 17
SH ForAgainstRequire Independent Board Chairman 18
Rationale: We voted for this proposal because establishing a fully independent chairman creates a balance of power that is more conducive to long-term performance. A board headed by management cannot reasonably provide the best oversight and evaluation of management's performance.
Polypore International, Inc.
Ticker PPO
Meeting Date
09-May-12
Country
USA
Meeting Type
Annual
ISIN: US73179V1035 SEDOL: B02HWV3
Mgmt Rec Proponent Vote Instruction
1.1 Elect Director William Dries Mgmt For Withhold
Rationale: We withheld from W. Dries, a member of the nominating committee, because directors are elected in classes rather than annually. As shareholders, we should have the opportunity to communicate with our directors regularly on their performance. We urge the company to take immediate steps to declassify its board, thereby enhancing accountability.
Mgmt ForForElect Director Frederick C. Flynn, Jr. 1.2
Mgmt ForForElect Director Michael Chesser 1.3
Mgmt ForForRatify Auditors 2
Mgmt ForForAdvisory Vote to Ratify Named Executive Officers' Compensation 3
Rationale: We voted for the compensation plan because pay appears to be variable and recent performance is good. However, we are concerned that equity awards are not triggered by demonstrated performance. We prefer performance-based equity incentive plans that incentivize truly exceptional performance. We have also noted that the plan includes substantial tax gross ups for the financial planning and tax preparation benefits, which we oppose. Given current levels of compensation, we would prefer executives pays for their own financial services, which will also eliminate the need for tax gross ups.
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Praxair, Inc.
Ticker PX
Meeting Date
24-Apr-12
Country
USA
Meeting Type
Annual
ISIN: US74005P1049 SEDOL: 2699291
Mgmt Rec Proponent Vote Instruction
1.1 Elect Director Stephen F. Angel Mgmt For For
Mgmt WithholdForElect Director Oscar Bernardes 1.2
Rationale: We voted against director Oscar Bernardes because he sits on the boards of more than four public companies. Given increasing demands on directors, they must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt ForForElect Director Bret K. Clayton 1.3
Mgmt ForForElect Director Nance K. Dicciani 1.4
Mgmt ForForElect Director Edward G. Galante 1.5
Mgmt ForForElect Director Claire W. Gargalli 1.6
Mgmt ForForElect Director Ira D. Hall 1.7
Mgmt ForForElect Director Raymond W. LeBoeuf 1.8
Mgmt ForForElect Director Larry D. McVay 1.9
Mgmt ForForElect Director Wayne T. Smith 1.10
Mgmt ForForElect Director Robert L. Wood 1.11
Mgmt ForForProvide Right to Call Special Meeting 2
Mgmt AgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation 3
Rationale: We voted against the plan because a larger percentage of the equity awards should be tied to performance conditions.
SH AbstainAgainstAdopt Proxy Statement Reporting on Political Contributions and Advisory Vote
4
Rationale: We abstained on this proposal because the company already provides reasonable disclosure of its political donations. However, we ask the company to enhance transparency around its public policy priorities, as well as its key relationships with trade associations that engage on lobbying on its behalf.
Mgmt ForForRatify Auditors 5
Principal Financial Group, Inc.
Ticker PFG
Meeting Date
22-May-12
Country
USA
Meeting Type
Annual
ISIN: US74251V1026 SEDOL: 2803014
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Principal Financial Group, Inc.
Mgmt Rec Proponent Vote Instruction
1 Elect Director Richard L. Keyser Mgmt For For
Rationale: Normally, our policy would call for us to oppose R. Keyser, a member of the nominating committee because the board is classified and shareholders should have the opportunity to communicate with our directors annually on their performance. However, we have noted that the board attempted to declassify itself in 2011 but was not successful due to supermajority provisions. We appreciate efforts to remove those barriers at this meeting, and we are hopeful that, if successful, the board will move to declassify in 2013. For these reasons we have voted for Mr. Keyser.
Mgmt ForForElect Director Luca Maestri 2
Mgmt AgainstForElect Director Elizabeth E. Tallett 3
Rationale: We voted against E. Tallett because she sits on the boards of more than four public companies. Given increasing demands on directors, they must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt ForForReduce Supermajority Vote Requirement 4
Rationale: We voted for this management proposal and thank the board for its efforts to reduce supermajority provisions, as they create artificial barriers for shareholders. Majority voting should be sufficient to change policies.
Mgmt AgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation 5
Rationale: We voted against the plan because a larger percentage of the equity awards should be tied to performance conditions. We also recommend that the committee introduce a metric that measures the company’s performance relative to an appropriate peer in order to identify and reward outperformance and avoid paying out for underperformance.
Mgmt ForForRatify Auditors 6
Prosafe SE
Ticker PRS
Meeting Date
23-May-12
Country
Cyprus
Meeting Type
Annual
ISIN: CY0100470919 SEDOL: B1L9DW5
Did not vote due to share blocking
Mgmt Rec Proponent Vote Instruction
Annual Meeting Mgmt
Mgmt Do Not VoteForElect Chairman of the Meeting 1
Mgmt Do Not VoteForApprove Meeting Notice and Agenda 2
Mgmt Do Not VoteForAccept Board of Director Report 3
Mgmt Do Not VoteForAccept Financial Statements 4
Mgmt Do Not VoteForAccept External Audit Report 5
Mgmt Do Not VoteForDecrease Number of Directors from 7 to 6 6
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Prosafe SE
Mgmt Rec Proponent Vote Instruction
Mgmt Do Not VoteForElect Directors 7
Rationale: We voted for but encourage the board to submit directors for re-election individually, rather than as a single slate. Such a practice enables shareholders to hold directors individually accountable for their performance.
Mgmt Do Not VoteForApprove Director Remuneration 8
Mgmt Do Not VoteForApprove Nomination Committee Members' Remuneration 9
Mgmt Do Not VoteForRatify Auditors 10
Mgmt Do Not VoteForApprove Remuneration of External Audit Firm 11
Mgmt Do Not VoteForAuthorize Share Repurchase Program 12
Rationale: We voted against because shares should not be repurchased at a significant variation to the market price.
Mgmt Do Not VoteForAuthorize Share Capital Increase 13a
Mgmt Do Not VoteForEliminate Preemptive Rights 13b
Mgmt Do Not VoteForAuthorize Share Capital Increase without Preemptive Rights 14
Prudential plc
Ticker PRU
Meeting Date
17-May-12
Country
United Kingdom
Meeting Type
Annual
ISIN: GB0007099541 SEDOL: 0709954
Mgmt Rec Proponent Vote Instruction
1 Accept Financial Statements and Statutory Reports Mgmt For For
Mgmt AgainstForApprove Remuneration Report 2
Rationale: We voted against the report to reflect several concerns. While we recognise that the company's earnings have progressed in recent years and that the salaries of the chief executive and financial director had not risen since 2009, we note the double digit salary increases, which have the potential to further increase total remuneration on the basis of an increased annual bonus opportunity. We also observe that the bonus to the M&G CEO remains uncapped. We understand the rationale for changing the performance conditions in the Asian BUPP, and will monitor the extent to which these changes might trigger grants at a magnitude that otherwise might not have been justified.
Mgmt ForForApprove Final Dividend 3
Mgmt ForForElect Alexander Johnston as Director 4
Mgmt ForForElect Kaikhushru Nargolwala as Director 5
Mgmt AgainstForRe-elect Keki Dadiseth as Director 6
Rationale: We voted against Mr Dadiseth given concerns relating to outside commitments on 5 boards, and his less than 75% attendance rate at company board meetings. Directors must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
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Prudential plc
Mgmt Rec Proponent Vote Instruction
Mgmt ForForRe-elect Sir Howard Davies as Director 7
Mgmt ForForRe-elect Robert Devey as Director 8
Mgmt ForForRe-elect John Foley as Director 9
Mgmt AbstainForRe-elect Michael Garrett as Director 10
Rationale: We abstained because this director sits on the boards of more than four public companies. Directors must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt ForForRe-elect Ann Godbehere as Director 11
Mgmt ForForRe-elect Paul Manduca as Director 12
Mgmt AbstainForRe-elect Harvey McGrath as Director 13
Rationale: We abstained on the election of Mr McGrath, based on past concerns that we have articulated to the company, specifically relating to the bid for AIA. But since he will be leaving the company's board we do not find it necessary to vote against.
Mgmt ForForRe-elect Michael McLintock as Director 14
Mgmt ForForRe-elect Nicolaos Nicandrou as Director 15
Mgmt ForForRe-elect Barry Stowe as Director 16
Mgmt ForForRe-elect Tidjane Thiam as Director 17
Mgmt ForForRe-elect Lord Turnbull as Director 18
Mgmt ForForRe-elect Michael Wells as Director 19
Mgmt ForForReappoint KPMG Audit plc as Auditors 20
Mgmt ForForAuthorise Board to Fix Remuneration of Auditors 21
Mgmt ForForAuthorise EU Political Donations and Expenditure 22
Mgmt AbstainForAuthorise Issue of Equity with Pre-emptive Rights 23
Rationale: We abstained because the resolution provides for an increase in capital of greater than one-third. We consider any request greater than one-third of the issued share capital to be excessive and would expect additional justification by the company.
Mgmt ForForAuthorise Issue of Equity with Pre-emptive Rights 24
Mgmt ForForApprove International Savings-Related Share Option Scheme for Non-Employees 2012
25
Mgmt ForForAuthorise Issue of Equity without Pre-emptive Rights 26
Mgmt ForForAuthorise Market Purchase 27
Mgmt ForForAuthorise the Company to Call EGM with Two Weeks' Notice 28
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Rotork plc
Ticker ROR
Meeting Date
20-Apr-12
Country
United Kingdom
Meeting Type
Annual
ISIN: GB0007506958 SEDOL: 0750695
Mgmt Rec Proponent Vote Instruction
1 Accept Financial Statements and Statutory Reports Mgmt For For
Mgmt ForForApprove Final Dividend 2
Mgmt ForForRe-elect Ian King as Director 3
Mgmt ForForRe-elect Peter France as Director 4
Mgmt ForForRe-elect Jonathan Davis as Director 5
Mgmt ForForRe-elect Bob Arnold as Director 6
Mgmt ForForRe-elect Graham Ogden as Director 7
Mgmt ForForRe-elect John Nicholas as Director 8
Mgmt ForForRe-elect Roger Lockwood as Director 9
Mgmt ForForRe-elect Gary Bullard as Director 10
Mgmt ForForReappoint KPMG Audit plc as Auditors 11
Mgmt ForForAuthorise Board to Fix Remuneration of Auditors 12
Mgmt ForForApprove Remuneration Report 13
Mgmt ForForAuthorise Issue of Equity with Pre-emptive Rights 14
Mgmt ForForAuthorise Issue of Equity without Pre-emptive Rights 15
Mgmt ForForAuthorise Market Purchase 16
Mgmt ForForAuthorise Market Purchase 17
Mgmt ForForAuthorise the Company to Call EGM with Two Weeks' Notice 18
Mgmt ForForApprove Share Incentive Plan 19
Santos Ltd.
Ticker STO
Meeting Date
03-May-12
Country
Australia
Meeting Type
Annual
ISIN: AU000000STO6 SEDOL: 6776703
Mgmt Rec Proponent Vote Instruction
2(a) Elect Kenneth Charles Borda as a Director Mgmt For For
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Santos Ltd.
Mgmt Rec Proponent Vote Instruction
Mgmt ForForElect Roy Alexander Franklin as a Director 2(b)
Mgmt ForForAdopt the Remuneration Report 3
Rationale: We voted for the remuneration report and welcome improvements introduced that will incentivise performance improvements and better align the interests of shareholders and executives.
Mgmt ForForApprove the Strategy Grant of Share Acquisition Rights to David Knox
4
Rationale: We voted for this proposal and welcomed the performance targets linked to strategic operational objectives, which reflect industry best practice.
Mgmt AbstainForApprove the Termination Benefits for David Knox 5
Rationale: We abstained because, while we recognise the limited discretion the board retains to approve vesting of equity awards in case of termination, we are not entirely comfortable with the proposed vesting schedule under the scenario in which there is a unilateral and fundamental change to Mr. Knox’ role. We find it unusual that vesting would be greater under this scenario than under a termination without cause and cannot support full vesting of current year STI awards, plus partial vesting of next year’s STI awards on this basis.
Mgmt ForForApprove the Amendments to the Contitution of Santos Ltd 6
Mgmt ForForRenew the Proportional Takeover Provision 7
SAP AG
Ticker SAP
Meeting Date
23-May-12
Country
Germany
Meeting Type
Annual
ISIN: DE0007164600 SEDOL: 4846288
Mgmt Rec Proponent Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2011 (Non-Voting)
Mgmt
Mgmt ForForApprove Allocation of Income and Dividends of EUR 1.10 per Share
2
Mgmt ForForApprove Discharge of Management Board for Fiscal 2011 3
Mgmt ForForApprove Discharge of Supervisory Board for Fiscal 2011 4
Mgmt AbstainForApprove Remuneration System for Management Board Members 5
Rationale: Remuneration: We abstained because, although we recognise that SAP has taken several positive steps to improve its remuneration system, we remain concerned by the lack of disclosure of performance criteria, targets or caps according to which discretionary payments can be granted. While we commend management for successfully leading the company into a phase of significant growth, we ask the company to disclose the weighting of the performance criteria for the annual bonus and their targets to enable shareholders to understand whether the significant increase of the bonus payment this year is justified on the basis of stringent performance-based elements or a result of the discretionary power of the supervisory board. Furthermore, we are concerned by lack of caps on severance payments. In light of the above mentioned concerns, we also urge the company to increase the level of independence on its compensation committee as it currently consists entirely of non-independent directors.
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SAP AG
Mgmt Rec Proponent Vote Instruction
Mgmt ForForRatify KPMG AG as Auditors for Fiscal 2012 6
Mgmt ForForElect Hasso Plattner to the Supervisory Board 7a
Rationale: We voted for nominee Hasso Plattner as Chairman of the Supervisory Board but wish to note our concern about the board’s overall balance and independence. After the proposed elections, SAP's supervisory board would be only 25-percent independent, which is below the one-third independence level as required in our guidelines for Germany. The board should include at least 50% independent non-executive directors. Furthermore, we urge the company to establish fully independent audit and remuneration committees.
Mgmt ForForElect Pekka Ala-Pietilae to the Supervisory Board 7b
Mgmt ForForElect Anja Feldmann to the Supervisory Board 7c
Mgmt AgainstForElect Wilhelm Haarmann to the Supervisory Board 7d
Rationale: We voted against nominee Wilhelm Haarmann because, while we have no objections to this individual's performance, we wish to comment on board balance and independence. The board should include at least 50% independent non-executive directors. In addition, we note that this director is not independent and yet he sits on the remuneration committee. The remuneration committee requires ironclad independence and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt AgainstForElect Bernard Liautaud to the Supervisory Board 7e
Rationale: We voted against nominee Bernard Liautaud because, while we have no objections to this individual's performance, we wish to comment on board balance and independence. The board should include at least 50% independent non-executive directors.
Mgmt AgainstForElect Hartmut Mehdorn to the Supervisory Board 7f
Rationale: We voted against nominee Hartmut Mehdorn because, while we have no objections to this individual's performance, we wish to comment on board balance and independence. The board should include at least 50% independent non-executive directors.
Mgmt ForForElect Erhard Schipporeit to the Supervisory Board 7g
Rationale: We voted for nominee Erhard Schipporeit but are concerned that he sits on the boards of more than four public companies. Directors must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt ForForElect Klaus Wucherer to the Supervisory Board 7h
Mgmt ForForAmend Articles Re: Cancellation of Pool of Authorized Capital; Elimination of Clauses Referring to Registered Shares
8
Secom Co. Ltd.
Ticker 9735
Meeting Date
26-Jun-12
Country
Japan
Meeting Type
Annual
ISIN: JP3421800008 SEDOL: 6791591
Mgmt Rec Proponent Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 90 Mgmt For For
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Secom Co. Ltd.
Mgmt Rec Proponent Vote Instruction
Mgmt ForForAmend Articles To Amend Business Lines 2
Mgmt AgainstForElect Director Iida, Makoto 3.1
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Toda, Juichi 3.2
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt ForForElect Director Kimura, Shohei 3.3
Mgmt AgainstForElect Director Haraguchi, Kanemasa 3.4
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt ForForElect Director Maeda, Shuuji 3.5
Mgmt AgainstForElect Director Sato, Koichi 3.6
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Nakayama, Yasuo 3.7
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Ito, Hiroshi 3.8
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Anzai, Kazuaki 3.9
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
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Secom Co. Ltd.
Mgmt Rec Proponent Vote Instruction
Mgmt AgainstForElect Director Yoshida, Yasuyuki 3.10
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Nakayama, Junzo 3.11
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForAppoint Statutory Auditor Kuwahara, Katsuhisa 4.1
Rationale: We voted against because this director sits on the statutory auditor board but is not considered to be independent. The auditor board should be majority independent and work closley with the independent board directors to ensure a robust system of oversight and internal control.
Mgmt ForForAppoint Statutory Auditor Kato, Hideki 4.2
Mgmt AbstainForApprove Retirement Bonus Payment for Directors and Statutory Auditors
5
Rationale: We abstained because we cannot approve retirement bonuses where the total award has not been disclosed. We would also not support the granting of retirement bonuses to outside directors or employees that take up other positions within the company.
Spectra Energy Corp
Ticker SE
Meeting Date
01-May-12
Country
USA
Meeting Type
Annual
ISIN: US8475601097 SEDOL: B1L60G9
Mgmt Rec Proponent Vote Instruction
1.1 Elect Director William T. Esrey Mgmt For For
Mgmt ForForElect Director Gregory L. Ebel 1.2
Mgmt ForForElect Director Austin A. Adams 1.3
Mgmt ForForElect Director Joseph Alvarado 1.4
Mgmt ForForElect Director Pamela L. Carter 1.5
Mgmt ForForElect Director F. Anthony Comper 1.6
Mgmt ForForElect Director Peter B. Hamilton 1.7
Mgmt ForForElect Director Dennis R. Hendrix 1.8
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Spectra Energy Corp
Mgmt Rec Proponent Vote Instruction
Mgmt ForForElect Director Michael McShane 1.9
Mgmt ForForElect Director Joseph H. Netherland 1.10
Mgmt ForForElect Director Michael E.J. Phelps 1.11
Mgmt ForForRatify Auditors 2
Mgmt ForForAdopt Majority Voting for Uncontested Election of Directors 3
Rationale: We voted for this management proposal and thank the board for responding to the 2011 shareholder proposal on majority voting, which F&C supported. Supermajority and plurality voting provisions create artificial barriers for shareholders and majority voting should be sufficient to change policies.
Mgmt ForForAdvisory Vote to Ratify Named Executive Officers' Compensation 4
Standard Chartered plc
Ticker STAN
Meeting Date
09-May-12
Country
United Kingdom
Meeting Type
Annual
ISIN: GB0004082847 SEDOL: 0408284
Mgmt Rec Proponent Vote Instruction
1 Accept Financial Statements and Statutory Reports Mgmt For For
Mgmt ForForApprove Final Dividend 2
Mgmt AbstainForApprove Remuneration Report 3
Rationale: We abstained on the remuneration report to flag concerns relating to the growing quantum of awards, particularly with regard to two of the executive directors receiving substantial increases. Particularly in the current environment we would encourage the remuneration committee to show more restraint. However we did not vote against the remuneration report because because Standard Chartered has done a better job than most banks in terms of providing positive returns for shareholders and in this case we believe that pay is better matched with performance.
Mgmt ForForElect Viswanathan Shankar as Director 4
Rationale: We voted in favour of this director.
Mgmt ForForRe-elect Stefano Bertamini as Director 5
Mgmt ForForRe-elect Jaspal Bindra as Director 6
Mgmt ForForRe-elect Richard Delbridge as Director 7
Mgmt ForForRe-elect James Dundas as Director 8
Mgmt ForForRe-elect Valerie Gooding as Director 9
Mgmt ForForRe-elect Dr Han Seung-soo as Director 10
Page 42 of 60
Vote Summary Report Report was run from: 4/1/12 to 6/30/12
NEST All Votes Report
Standard Chartered plc
Mgmt Rec Proponent Vote Instruction
Mgmt ForForRe-elect Simon Lowth as Director 11
Mgmt AbstainForRe-elect Rudolph Markham as Director 12
Rationale: We voted against this director because of concerns about overcommitment, noting that he sits on the boards of several other companies. We have no reason to doubt his abilities or integrity, and understand that his commitment and contributions to the board have been strong. But we are concerned that he could have insufficient time to focus on his responsibilities, particularly if a problem emerges at Standard Chartered or the other companies on whose board he sits. In the case of Standard Chartered this concern is compounded by the fact that Mr Markham serves as both Senior Independent Director and audit committee chairman. We also observe his 11 year tenure on the board, and would encourage the board to review succession plans for his audit committee role as his ongoing tenure could give rise to questions about his independence.
Mgmt ForForRe-elect Ruth Markland as Director 13
Mgmt ForForRe-elect Richard Meddings as Director 14
Mgmt ForForRe-elect John Paynter as Director 15
Mgmt ForForRe-elect Sir John Peace as Director 16
Rationale: We voted in favour of Sir John Peace, and commend him for his board leadership of a well-managed bank. However we note his chairmanship of two other FTSE 100 companies and have some concern about potential overcommitment, particularly given the significant calls on his time at Standard Chartered.
Mgmt ForForRe-elect Alun Rees as Director 17
Mgmt ForForRe-elect Peter Sands as Director 18
Mgmt ForForRe-elect Paul Skinner as Director 19
Mgmt ForForRe-elect Oliver Stocken as Director 20
Mgmt ForForReappoint KPMG Audit plc as Auditors 21
Mgmt ForForAuthorise Board to Fix Remuneration of Auditors 22
Mgmt ForForApprove EU Political Donations and Expenditure 23
Mgmt ForForAuthorise Issue of Equity with Pre-emptive Rights 24
Rationale: We supported this resolution. While we do not support 66% headroom for most companies, we do believe this is relevant for financial institutions. But as a general matter we consider any request greater than one-third of the issued share capital to be excessive and would expect additional justification by the company.
Mgmt ForForAuthorise Issue of Equity with Pre-emptive Rights 25
Mgmt ForForAuthorise Issue of Equity without Pre-emptive Rights 26
Mgmt ForForAuthorise Market Purchase of Ordinary Shares 27
Mgmt ForForAuthorise Market Purchase of Preference Shares 28
Mgmt ForForAuthorise the Company to Call EGM with Two Weeks' Notice 29
Page 43 of 60
Vote Summary Report Report was run from: 4/1/12 to 6/30/12
NEST All Votes Report
Statoil ASA
Ticker STL
Meeting Date
15-May-12
Country
Norway
Meeting Type
Annual
ISIN: NO0010096985 SEDOL: 7133608
Did not vote due to share blocking
Mgmt Rec Proponent Vote Instruction
1 Open Meeting Mgmt
MgmtRegistration of Attending Shareholders and Proxies 2
Mgmt Do Not VoteForElect Olaug Svarva as Chairman of Meeting 3
Mgmt Do Not VoteForApprove Notice of Meeting and Agenda 4
Mgmt Do Not VoteForDesignate Inspector(s) of Minutes of Meeting 5
Mgmt Do Not VoteForApprove Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 6.50 per Share
6
MgmtShareholder Proposals
SH Do Not VoteAgainstWithdraw Company From Tar Sands Activities in Canada 7
Rationale: We voted against this resolution as we do not support the filers’ calls for the company to withdraw from the Canadian oil sands altogether. We note that Statoil’s has started commercial scale production on its demonstration project and is set to expand its oil sands operations. While we commend the company for setting clear greenhouse gas reduction targets, we remain concerned by the lack of progress in reducing further the carbon-intensity of oil sands production methods. We also would encourage the company to disclose clearer targets for its water management and land reclamation strategy. We ask that Statoil individually, and collaboratively through its membership with the Canada’s Oil Sands Innovation Alliance (COSIA), develop a clearer vision for how technology developments can help reduce the environmental impacts of oil sands production. We ask in particular for more clarity on the question how the growing GHG footprint of the industry can be reconciled with the effects of climate change and the move towards a lower carbon economy.
MgmtManagement Proposals
Mgmt Do Not VoteForApprove Remuneration Policy And Other Terms of Employment For Executive Management
8
Rationale: We voted against because this plan does not effectively link executive pay to performance. Performance targets should be clearly disclosed and stretching and the compensation committee should do more to establish compensation packages that reward strong performance and build shareholder value over time. We are particularly concerned by the fact that the cash-based long-term incentive program in essence grants free shares to executives without any performance criteria attached.
Mgmt Do Not VoteForApprove Remuneration of Auditors for 2011 9
Mgmt Do Not VoteForElect KPMG as Auditors 10
Mgmt Do Not VoteForReelect Olaug Svarva as Member of Corporate Assembly 11.1
Mgmt Do Not VoteForReelect Idar Kreutzer as Member of Corporate Assembly 11.2
Mgmt Do Not VoteForReelect Karin Aslaksen as Member of Corporate Assembly 11.3
Mgmt Do Not VoteForReelect Greger Mannsverk as Member of Corporate Assembly 11.4
Mgmt Do Not VoteForReelect Steinar Olsen as Member of Corporate Assembly 11.5
Mgmt Do Not VoteForReelect Ingvald Strommen as Member of Corporate Assembly 11.6
Page 44 of 60
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Statoil ASA
Mgmt Rec Proponent Vote Instruction
Mgmt Do Not VoteForReelect Rune Bjerke as Member of Corporate Assembly 11.7
Mgmt Do Not VoteForReelect Tore Ulstein as Member of Corporate Assembly 11.8
Mgmt Do Not VoteForReelect Live Haukvik Aker as Member of Corporate Assembly 11.9
Mgmt Do Not VoteForReelect Siri Kalvig as Member of Corporate Assembly 11.10
Mgmt Do Not VoteForReelect Thor Oscar Bolstad as Member of Corporate Assembly 11.11
Mgmt Do Not VoteForReelect Barbro Haetta as Member of Corporate Assembly 11.12
Mgmt Do Not VoteForReelect Arthur Sletteberg as Deputy Member of Corporate Assembly
11.13
Mgmt Do Not VoteForElect Bassim Haj as New Deputy Member of Corporate Assembly 11.14
Mgmt Do Not VoteForReelect Anne-Margrethe Firing as Deputy Member of Corporate Assembly
11.15
Mgmt Do Not VoteForReelect Linda Litlekalsoy Aase as Deputy Member of Corporate Assembly
11.16
Mgmt Do Not VoteForApprove Remuneration of Corporate Assembly in the Amount of NOK 107,900 for Chair, NOK 56,800 for Vice Chair, NOK 39,900 for Other Members, and NOK 5,700 per Meeting for Deputy Members
12
Mgmt Do Not VoteForReelect Olaug Svarva as Chairman of Nominating Committee 13.1
Mgmt Do Not VoteForReelect Tom Rathke as Member of Nominating Committee 13.2
Mgmt Do Not VoteForReelect Live Haukvik Aker as Member of Nominating Committee 13.3
Mgmt Do Not VoteForReelect Ingrid Dramdal Rasmussen as Member of Nominating Committee
13.4
Mgmt Do Not VoteForApprove Remuneration of Members of Nominating Committee in the Amount of NOK 10,800 per Meeting for Chairman and NOK 8,000 per Meeting for Regular Members
14
Mgmt Do Not VoteForAuthorize Repurchase and Reissuance of Shares up to a Nominal Value of NOK 27.5 Million in Connection with Share Saving Scheme for Employees
15
Rationale: We voted against because shares should not be repurchased at a significant variation to the market price.
Mgmt Do Not VoteForAuthorize Repurchase of Shares up to a Nominal Value of NOK 187.5 Million and Cancellation of Repurchased Shares
16
Rationale: We voted against because shares should not be repurchased at a significant variation to the market price.
Page 45 of 60
Vote Summary Report Report was run from: 4/1/12 to 6/30/12
NEST All Votes Report
Swatch Group AG
Ticker UHR
Meeting Date
16-May-12
Country
Switzerland
Meeting Type
Annual
ISIN: CH0012255151 SEDOL: 7184725
Mgmt Rec Proponent Vote Instruction
1 Accept Financial Statements and Statutory Reports Mgmt For For
Rationale: We voted for but noted that no directors are standing for election. Shareholders should be eligible to elect at least one third of the board annually, in order to hold them accountable.
Mgmt ForForApprove Discharge of Board and Senior Management 2
Mgmt ForForApprove Allocation of Income and Dividends of CHF 1.15 per Registered Share and CHF 5.75 per Bearer Share
3
Mgmt ForForRatify PricewaterhouseCoopers as Auditors 4
Swiss Reinsurance (Schweizerische Rueckversicherungs)
Ticker N/A
Meeting Date
13-Apr-12
Country
Switzerland
Meeting Type
Annual
ISIN: CH0126881561 SEDOL: B545MG5
Did not vote due to share blocking
Mgmt Rec Proponent Vote Instruction
1.1 Approve Remuneration Report Mgmt For Do Not Vote
Mgmt Do Not VoteForAccept Financial Statements and Statutory Reports 1.2
Mgmt Do Not VoteForApprove Allocation of Income and Omission of Dividends 2
Mgmt Do Not VoteForApprove Dividends of CHF 3.00 per Share from Capital Contribution Reserves
3
Mgmt Do Not VoteForApprove Discharge of Board and Senior Management 4
Mgmt Do Not VoteForReelect Jakob Baer as Director 5.1.1
Mgmt Do Not VoteForReelect John Coomber as Director 5.1.2
Mgmt Do Not VoteForElect Robert Henrikson as Director 5.1.3
Mgmt Do Not VoteForRatify PricewaterhouseCoopers AG as Auditors 5.2
Page 46 of 60
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Telecity Group plc
Ticker TCY
Meeting Date
04-Apr-12
Country
United Kingdom
Meeting Type
Annual
ISIN: GB00B282YM11 SEDOL: B282YM1
Mgmt Rec Proponent Vote Instruction
1 Accept Financial Statements and Statutory Reports Mgmt For For
Mgmt AgainstForApprove Remuneration Report 2
Rationale: We voted against the remuneration report, as we are not convinced that such a significant step change in potential remuneration is warranted or that existing arrangements pose a substantial retention risk.
Mgmt ForForRe-elect John Hughes as Director 3
Mgmt ForForRe-elect Michael Tobin as Director 4
Mgmt ForForRe-elect Brian McArthur-Muscroft as Director 5
Mgmt ForForRe-elect Simon Batey as Director 6
Mgmt ForForRe-elect John O'Reilly as Director 7
Mgmt ForForElect Maurizio Carli as Director 8
Mgmt ForForElect Sahar Elhabashi as Director 9
Mgmt ForForReappoint PricewaterhouseCoopers LLP as Auditors 10
Mgmt ForForAuthorise Board to Fix Remuneration of Auditors 11
Mgmt ForForAuthorise Issue of Equity with Pre-emptive Rights 12
Mgmt ForForAuthorise Issue of Equity without Pre-emptive Rights 13
Mgmt ForForAuthorise Market Purchase 14
Mgmt AgainstForApprove Long-Term Incentive Plan 2012 15
Rationale: We voted against the new long-term incentive plan because we find it difficult to justify or support a substantial potential change in remuneration, notwithstanding the performance conditions attached.
Mgmt ForForAuthorise the Company to Call EGM with Two Weeks' Notice 16
Tomra Systems ASA
Ticker TOM
Meeting Date
26-Apr-12
Country
Norway
Meeting Type
Annual
ISIN: NO0005668905 SEDOL: 4730875
Did not vote due to share blocking
Mgmt Rec Proponent Vote Instruction
1 Open Meeting; Registration of Attending Shareholders and Proxies
Mgmt
Page 47 of 60
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NEST All Votes Report
Tomra Systems ASA
Mgmt Rec Proponent Vote Instruction
MgmtElect Chairman of Meeting 2
MgmtDesignate Inspector of Minutes of Meeting 3
Mgmt Do Not VoteForApprove Notice of Meeting and Agenda 4
Mgmt Do Not VoteForReceive and Approve Management's Report 5
Mgmt Do Not VoteForApprove Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 1.05 per Share
6
Mgmt Do Not VoteForApprove Remuneration Policy And Other Terms of Employment For Executive Management
7
Rationale: We voted against because the long-term incentive plan does not include clearly disclosed performance conditions. The inclusion of robust and stretching performance targets is key to incentivising long-term performance and aligning management and shareholder interests.
Mgmt Do Not VoteForApprove Remuneration of Directors in the Amount of NOK 540,000 for the Chairman, NOK 385,000 for External Board Members, and NOK 225,000 for Internal Board Members; Approve Remuneration for Committee Work; Approve Remuneration for Auditors
8
Rationale: We voted for but recommend that the company seeks separate approval of director and auditor fees
Mgmt Do Not VoteForReelect Svein Rennemo (Chairman), Jan Svensson, Hege Norheim, Aniela Gjos, and Bernd Bothe as Directors; Elect Tom Knoff (Chairman), Eric Douglas, and Hild Kinder as Members of the Nominating Committee
9
Mgmt Do Not VoteForAmend Corporate Purpose 10
Mgmt Do Not VoteForAuthorize Share Repurchase Program and Reissuance of Repurchased Shares
11
Mgmt Do Not VoteForApprove Creation of NOK 14.8 Million Pool of Capital without Preemptive Rights
12
Mgmt Do Not VoteForAuthorize Company to Call EGM with Two Weeks' Notice 13
Tullow Oil plc
Ticker TLW
Meeting Date
16-May-12
Country
United Kingdom
Meeting Type
Annual
ISIN: GB0001500809 SEDOL: 0150080
Mgmt Rec Proponent Vote Instruction
1 Accept Financial Statements and Statutory Reports Mgmt For For
Mgmt ForForApprove Final Dividend 2
Page 48 of 60
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Tullow Oil plc
Mgmt Rec Proponent Vote Instruction
Mgmt AbstainForApprove Remuneration Report 3
Rationale: We welcome the company’s efforts to consult with shareholders on its remuneration report and its openness to feedback. However, we abstained on the remuneration report due to the proposed significant increases in basic salary. While we share the Board’s perspective that in light of the company’s growth in size and complexity salaries need to stay competitive, we prefer increased rewards to be paid out under incentive schemes rather than large increases in fixed pay, or be introduced in stages over a number of years rather than in a single year. We also noted our continued concern over the Performance Share Plan (PSP) amendments in 2011. We believe that the switch to a fixed maximum number of shares for PSP awards may result in potentially excessive payouts and recommend granting awards as a percentage of base salary in line with UK market practice, which we believe provides a safeguard against significant volatility in potential payouts. We also remain concerned that the performance targets attached to awards made under the PSP are based upon a single metric (TSR). While we acknowledge that other operational KPIs are taken into account for awards to vest, we would encourage the company to base awards on multiple metrics (financial and operational) that provide a more complete picture of the company's performance.
Mgmt ForForElect Simon Thompson as Director 4
Rationale: We voted for as there are no concerns with this appointment.
Mgmt ForForElect Steve Lucas as Director 5
Mgmt ForForRe-elect Tutu Agyare as Director 6
Mgmt ForForRe-elect David Bamford as Director 7
Mgmt ForForRe-elect Ann Grant as Director 8
Mgmt ForForRe-elect Aidan Heavey as Director 9
Mgmt ForForRe-elect Graham Martin as Director 10
Rationale: We voted for as there are no concerns with this individual's performance.
Mgmt ForForRe-elect Angus McCoss as Director 11
Mgmt ForForRe-elect Paul McDade as Director 12
Mgmt ForForRe-elect Steven McTiernan as Director 13
Rationale: We voted for this director as he is scheduled to retire from the Board in 2012 and there are no concerns regarding his independence.
Mgmt ForForRe-elect Ian Springett as Director 14
Mgmt ForForReappoint Deloitte LLP as Auditors 15
Mgmt ForForAuthorise the Audit Committee to Fix Remuneration of Auditors 16
Mgmt ForForAuthorise Issue of Equity with Pre-emptive Rights 17
Mgmt ForForAuthorise Issue of Equity without Pre-emptive Rights 18
Mgmt ForForAuthorise the Company to Call EGM with Two Weeks' Notice 19
Mgmt ForForApprove the Increase in the Maximum Amount of Fees to Non-executive Directors
20
Page 49 of 60
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U.S. Bancorp
Ticker USB
Meeting Date
17-Apr-12
Country
USA
Meeting Type
Annual
ISIN: US9029733048 SEDOL: 2736035
Mgmt Rec Proponent Vote Instruction
1 Elect Director Douglas M. Baker, Jr. Mgmt For Against
Rationale: Once again, we oppose the reappointment of D. Baker who is not sufficiently independent from fellow directors J. Johnson and J. Levin who evaluate and determine compensation for Mr. Baker at Ecolab. This type of director interlock is poor practice.
Mgmt ForForElect Director Y. Marc Belton 2
Mgmt AgainstForElect Director Victoria Buyniski Gluckman 3
Rationale: We voted against V. Buyniski Gluckman who lacks independence due to a familial relationship with a bank employee as well as long tenure in excess of 12 years. She should no longer serve on the audit, compensation or nominating committees.
Mgmt AgainstForElect Director Arthur D. Collins, Jr. 4
Rationale: We oppose A. Collins, the chairman of the nominating committee, because the US Bancorp board follows poor practice. The independence of its directors is compromised by many factors including inappropriate board interlocks and familial relationships with employees. In addition, more than one-third of the non-executive directors have served for more than 12 years. Long service can erode independence as directors become close to management and each other, and overly invested in prior strategic decisions. We note that R. Reiten is not standing for re-election and that the board has appointed two brand new candidates. However, we have concerns that one of these new directors has too many board commitments and cannot support his nomination. The board should seek additional fresh perspectives.
Mgmt ForForElect Director Richard K. Davis 5
Mgmt AgainstForElect Director Roland A. Hernandez 6
Rationale: We oppose new director nominee R. Hernandez because he sits on the boards of more than four companies. Directors must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt AgainstForElect Director Joel W. Johnson 7
Rationale: For the first time we are withhold from J. Johnson who has served on the board for more than 12 years. Long service erodes independence and he should no longer serve on the audit, compensation or nominating committees.
Mgmt ForForElect Director Olivia F. Kirtley 8
Mgmt AgainstForElect Director Jerry W. Levin 9
Rationale: We withheld from J. Levin who lacks independence due to long tenure in excess of 12 years and yet sits on key board committees.
Mgmt AgainstForElect Director David B. O'Maley 10
Rationale: We withheld from D. O'Maley who lacks independence due to long tenure in excess of 12 years and yet sits on key board committees.
Mgmt AgainstForElect Director O'dell M. Owens, M.D., M.P.H. 11
Rationale: We withheld from O. Owens who lacks independence due to a familial relationship with a bank employee, as well as from long tenure in excess of 12 years.
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U.S. Bancorp
Mgmt Rec Proponent Vote Instruction
Mgmt ForForElect Director Craig D. Schnuck 12
Rationale: While we have some reservations about the business ties between C. Schnuck and the company we voted for his re-election this year. We would prefer that directors not have lucrative business partnerships with the companies where they are expected to act in the interests of shareholders.
Mgmt AgainstForElect Director Patrick T. Stokes 13
Rationale: We withheld from P. Stokes who lacks independence due to long tenure in excess of 12 years and yet sits on key board committees.
Mgmt ForForElect Director Doreen Woo Ho 14
Mgmt ForForRatify Auditors 15
Rationale: We voted for the reappointment of the auditors. We have noted that the fees paid to the auditors that are not related to the audit have decreased as the company has brought tax work in-house. This is a positive step that should help strengthen the independence of the auditing firm.
Mgmt AgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation 16
Rationale: Once again, we voted against the compensation plan because the one-year RoE performance metric is too short-term for a so-called long-term incentive plan. We recommend that the company consider using a risk-adjusted award in future. While we applaud the committee for utilizing a peer group to evaluate relative performance -- performance targets should not pay out when a company achieves bottom quartile performance. In addition, we continue to object to provisions for tax gross-ups in some executive employment agreements.
Umicore
Ticker UMI
Meeting Date
24-Apr-12
Country
Belgium
Meeting Type
Annual/Special
ISIN: BE0003884047 SEDOL: 4005001
Mgmt Rec Proponent Vote Instruction
Annual and Special Meeting Mgmt
MgmtReceive Directors' and Auditors' Reports 1
Mgmt AgainstForApprove Remuneration Report 2
Rationale: We voted against because the company did not provide disclosure on performance criteria on the share plan. While we welcome the overall balance of the remuneration policy and the emphasis in long term shareholder value, we would encourage the company to incorporate a claw back clause which would allow the company to reclaim inappropriate payouts.
Mgmt ForForApprove Financial Statements, Allocation of Income, and Dividends of EUR 1.00 per Share
3
MgmtReceive Consolidated Financial Statements and Statutory Reports 4
Mgmt ForForApprove Discharge of Directors 5
Page 51 of 60
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Umicore
Mgmt Rec Proponent Vote Instruction
Mgmt ForForApprove Discharge of Auditors 6
Mgmt ForForReelect T. Leysen as Director 7.1
Mgmt ForForReelect M. Grynberg as Director 7.2
Mgmt ForForReelect K. Wendel as Director 7.3
Mgmt ForForElect R. Thomaes as Independent Director 7.4
Mgmt ForForApprove Remuneration of Directors 7.5
Mgmt ForForApprove Change-of-Control Clauses 8
Umicore
Ticker UMI
Meeting Date
31-May-12
Country
Belgium
Meeting Type
Special
ISIN: BE0003884047 SEDOL: 4005001
Mgmt Rec Proponent Vote Instruction
Special Meeting Mgmt
Mgmt ForForAuthorize Repurchase of Up to 10 Percent of Issued Share Capital
1
Union Pacific Corporation
Ticker UNP
Meeting Date
10-May-12
Country
USA
Meeting Type
Annual
ISIN: US9078181081 SEDOL: 2914734
Mgmt Rec Proponent Vote Instruction
1 Elect Director Andrew H. Card, Jr. Mgmt For For
Mgmt ForForElect Director Erroll B. Davis, Jr. 2
Mgmt ForForElect Director Thomas J. Donohue 3
Mgmt ForForElect Director Archie W. Dunham 4
Mgmt ForForElect Director Judith Richards Hope 5
Mgmt ForForElect Director Charles C. Krulak 6
Page 52 of 60
Vote Summary Report Report was run from: 4/1/12 to 6/30/12
NEST All Votes Report
Union Pacific Corporation
Mgmt Rec Proponent Vote Instruction
Mgmt ForForElect Director Michael R. McCarthy 7
Mgmt ForForElect Director Michael W. McConnell 8
Mgmt ForForElect Director Thomas F. McLarty, III 9
Mgmt ForForElect Director Steven R. Rogel 10
Mgmt ForForElect Director Jose H. Villarreal 11
Mgmt ForForElect Director James R. Young 12
Mgmt ForForRatify Auditors 13
Rationale: We note that the audit firm has served the company more than 20 years. While F&C does not currently advocate a specific term limit for auditors, we are increasingly aware that there is value in gaining new perspectives on finances and controls. We ask that the company consider a plan for bringing in a new auditing firm.
Mgmt AgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation 14
Rationale: We voted against the plan because a larger percentage of the equity awards should be tied to performance conditions. We also encourage the compensation committee to introduce more rigorous and transparent targets for determining executive bonus awards.
SH ForAgainstReport on Lobbying Payments and Policy 15
Rationale: We voted for this proposal because comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including gifts to 527 organizations and ballot initiatives. In addition, it should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe the company's policies and processes for giving. We ask that the board provide ultimate oversight for political donations.
SH ForAgainstStock Retention 16
Rationale: We voted for the proposal because we agree that companies should introduce substantial long-term holding requirements for senior executives. The idea of extending some portion past retirement, resignation or termination has merit. While we don’t necessarily endorse the specific threshold recommended by the proponents, we would like the company to take a more robust approach to stock retention of long-term equity awards. This would also facilitate a strong approach to recouping awards in the event of fraud, a serious deterioration of the business due to inappropriate management of risk, a major restatement or other serious management failures.
USS Co., Ltd.
Ticker 4732
Meeting Date
26-Jun-12
Country
Japan
Meeting Type
Annual
ISIN: JP3944130008 SEDOL: 6171494
Mgmt Rec Proponent Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 134 Mgmt For For
Mgmt ForForElect Director Ando, Yukihiro 2.1
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USS Co., Ltd.
Mgmt Rec Proponent Vote Instruction
Mgmt ForForElect Director Tamura, Fumihiko 2.2
Mgmt ForForElect Director Hara, Shigeo 2.3
Mgmt ForForElect Director Seta, Dai 2.4
Mgmt ForForElect Director Masuda, Motohiro 2.5
Mgmt ForForElect Director Gono, Eiji 2.6
Mgmt ForForElect Director Mishima, Toshio 2.7
Mgmt ForForElect Director Yamanaka, Masafumi 2.8
Mgmt ForForElect Director Ikeda, Hiromitsu 2.9
Mgmt ForForElect Director Akase, Masayuki 2.10
Mgmt ForForElect Director Okada, Hideo 2.11
Mgmt ForForElect Director Hayashi, Isamu 2.12
Mgmt ForForElect Director Madono, Satoru 2.13
Mgmt ForForElect Director Sato, Koji 2.14
Mgmt AgainstForApprove Takeover Defense Plan (Poison Pill) 3
Rationale: We voted against because we generally oppose poison pill defenses. The best defence against a take-over is strong management. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
VeriFone Systems, Inc.
Ticker PAY
Meeting Date
27-Jun-12
Country
USA
Meeting Type
Annual
ISIN: US92342Y1091 SEDOL: B07RH68
Mgmt Rec Proponent Vote Instruction
1.1 Elect Director Robert W. Alspaugh Mgmt For For
Mgmt ForForElect Director Douglas G. Bergeron 1.2
Mgmt ForForElect Director Dr. Leslie G. Denend 1.3
Mgmt ForForElect Director Alex W. Hart 1.4
Mgmt ForForElect Director Robert B. Henske 1.5
Mgmt ForForElect Director Richard A. McGinn 1.6
Mgmt ForForElect Director Eitan Raff 1.7
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VeriFone Systems, Inc.
Mgmt Rec Proponent Vote Instruction
Mgmt ForForElect Director Jeffrey E. Stiefler 1.8
Mgmt AgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation 2
Rationale: We voted against the compensation plan because, while the board has identified some performance conditions for the equity awards, the annual time frame is too short to be considered long-term. We prefer to see performance periods between three and five years.
Mgmt ForForRatify Auditors 3
Williams-Sonoma, Inc.
Ticker WSM
Meeting Date
24-May-12
Country
USA
Meeting Type
Annual
ISIN: US9699041011 SEDOL: 2967589
Mgmt Rec Proponent Vote Instruction
1 Elect Director Laura J. Alber Mgmt For For
Mgmt ForForElect Director Adrian D.P. Bellamy 2
Mgmt ForForElect Director Rose Marie Bravo 3
Mgmt ForForElect Director Mary Ann Casati 4
Mgmt ForForElect Director Patrick J. Connolly 5
Mgmt ForForElect Director Adrian T. Dillon 6
Mgmt ForForElect Director Anthony A. Greener 7
Mgmt ForForElect Director Ted W. Hall 8
Mgmt ForForElect Director Michael R. Lynch 9
Mgmt ForForElect Director Lorraine Twohill 10
Mgmt ForForAmend Executive Incentive Bonus Plan 11
Mgmt ForForAdvisory Vote to Ratify Named Executive Officers' Compensation 12
Mgmt ForForRatify Auditors 13
Rationale: We note that the audit firm has served the company more than 20 years. While F&C does not currently advocate a specific term limit for auditors, we are increasingly aware that there is value in gaining new perspectives on finances and controls. We ask that the company consider a plan for bringing in a new auditing firm.
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Xstrata plc
Ticker XTA
Meeting Date
01-May-12
Country
United Kingdom
Meeting Type
Annual
ISIN: GB0031411001 SEDOL: 3141100
Mgmt Rec Proponent Vote Instruction
1 Accept Financial Statements and Statutory Reports Mgmt For For
Mgmt ForForApprove Final Dividend 2
Mgmt AbstainForApprove Remuneration Report 3
Rationale: We welcome the company's efforts to conduct a shareholder consultation on its remuneration plans. While we understand the company's decision to halt the consultation due to events linked to the proposed merger with Glencore, we would encourage the company to conduct a similar exercise once there is clarity on the outcome of such negotiations. As for the advisory vote on 2011's remuneration report, we abstained because the LTIP allows for the vesting of more than one-third of the performance award when the target threshold is reached. Targets should be designed to drive superior performance and should only generate significant payouts when threshold targets are exceeded. Also, we have yet to see the introduction of a performance metric linked to volume growth into the LTIP, in addition to existing cost-saving and TSR metrics. We also want to express our concerns in regard to the potentially very high severance payments in case of contract termination, as well as to the plan allowing for full, unconditional vesting in the case of a change of control. In such cases, equity should either be rolled forward into a successor company or should vest only to the extent that performance conditions have been met.
Mgmt ForForRe-elect Sir John Bond as Director 4
Rationale: We voted for this director
Mgmt ForForRe-elect Mick Davis as Director 5
Mgmt ForForRe-elect Dr Con Fauconnier as Director 6
Mgmt ForForRe-elect Ivan Glasenberg as Director 7
Rationale: We voted for this director, but encourage the board to require his attendance to all board meetings.
Mgmt ForForRe-elect Peter Hooley as Director 8
Mgmt ForForRe-elect Claude Lamoureux as Director 9
Mgmt ForForRe-elect Aristotelis Mistakidis as Director 10
Rationale: We voted for this director
Mgmt ForForRe-elect Tor Peterson as Director 11
Rationale: We voted for this director
Mgmt ForForRe-elect Trevor Reid as Director 12
Mgmt ForForRe-elect Sir Steve Robson as Director 13
Rationale: We voted for this director
Mgmt ForForRe-elect David Rough as Director 14
Rationale: We voted for this director
Mgmt ForForRe-elect Ian Strachan as Director 15
Mgmt ForForRe-elect Santiago Zaldumbide as Director 16
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Vote Summary Report Report was run from: 4/1/12 to 6/30/12
NEST All Votes Report
Xstrata plc
Mgmt Rec Proponent Vote Instruction
Mgmt ForForReappoint Ernst & Young LLP as Auditors and Authorise Their Remuneration
17
Mgmt AbstainForAuthorise Issue of Equity with Pre-emptive Rights 18
Rationale: We abstained because the resolution provides for an increase in capital of greater than one-third. We consider any request greater than one-third of the issued share capital to be excessive and would expect additional justification by the company.
Mgmt ForForAuthorise Issue of Equity without Pre-emptive Rights 19
Mgmt ForForApprove Reduction of Share Premium Account 20
Mgmt ForForAuthorise the Company to Call an EGM with Not Less Than 20 Clear Days' Notice
21
Yamada Denki Co.
Ticker 9831
Meeting Date
28-Jun-12
Country
Japan
Meeting Type
Annual
ISIN: JP3939000000 SEDOL: 6985026
Mgmt Rec Proponent Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 76 Mgmt For For
Mgmt ForForAmend Articles To Amend Business Lines 2
Mgmt ForForElect Director Yamada, Noboru 3.1
Mgmt ForForElect Director Ichimiya, Tadao 3.2
Mgmt AgainstForElect Director Iizuka, Hiroyasu 3.3
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Karasawa, Ginji 3.4
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Page 57 of 60
Vote Summary Report Report was run from: 4/1/12 to 6/30/12
NEST All Votes Report
Yamada Denki Co.
Mgmt Rec Proponent Vote Instruction
Mgmt AgainstForElect Director Igarashi, Makoto 3.5
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Kurihara, Masaaki 3.6
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Okamoto, Jun 3.7
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Kuwano, Mitsumasa 3.8
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Higuchi, Haruhiko 3.9
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Kobayashi, Tatsuo 3.10
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Samata, Shinichi 3.11
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Page 58 of 60
Vote Summary Report Report was run from: 4/1/12 to 6/30/12
NEST All Votes Report
Yamada Denki Co.
Mgmt Rec Proponent Vote Instruction
Mgmt AgainstForElect Director Fukui, Akira 3.12
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Takahashi, Chiaki 3.13
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Matsuda, Yoshinori 3.14
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Yamada, Shigeaki 3.15
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Koyano, Kenichi 3.16
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForElect Director Yamada, Masaru 3.17
Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.
Mgmt AgainstForAppoint Statutory Auditor Itakura, Haruhiko 4
Rationale: We voted against because this director sits on the statutory auditor board but is not considered to be independent. The auditor board should be majority independent and work closley with the independent board directors to ensure a robust system of oversight and internal control.
Mgmt AbstainForApprove Retirement Bonus Payment for Directors 5
Rationale: We abstained because we cannot approve retirement bonuses where the total award has not been disclosed. We would also not support the granting of retirement bonuses to outside directors or employees that take up other positions within the company.
Page 59 of 60
Vote Summary Report Report was run from: 4/1/12 to 6/30/12
NEST All Votes Report
Yamada Denki Co.
Mgmt Rec Proponent Vote Instruction
Mgmt AbstainForApprove Retirement Bonus Payment for Statutory Auditor 6
Rationale: We abstained because we cannot approve retirement bonuses where the total award has not been disclosed. We would also not support the granting of retirement bonuses to outside directors or employees that take up other positions within the company.
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