implementation statement john wiley & sons limited

Issue 1 – Version 1 John Wiley & Sons Limited Retirement Benefits Scheme | Implementation Statement | 27 August 2021

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Implementation Statement

John Wiley & Sons Limited Retirement Benefits Scheme

This Implementation Statement has been prepared by the Trustees of the John Wiley & Sons Limited Retirement Benefits Scheme (the “Scheme”) and sets out:

How the Trustees’ policies on exercising rights (including voting rights) and engagement policies have been followed over the year.

The voting behaviour of the Trustees, or that undertaken on their behalf, over the year to 31 March 2021. The Trustees view this as an appropriate reporting

period given the absence of relevant data after 31 March 2021 at the time of preparing this document.

How voting and engagement policies have been followed

The Scheme invests entirely in pooled funds, and as such delegates responsibility for carrying out voting and engagement activities to the Scheme’s fund managers.

Investment rights (including voting rights) have been exercised by the investment managers in line with the investment managers’ general policies on corporate

governance, which reflect the recommendations of the UK Stewardship Code, and which are provided to the Trustees from time to time, taking into account the financial

interests of the beneficiaries. The Trustees also expect the investment managers to have engaged with companies in relation to ESG matters, and to take these into

account in the selection, retention and realisation of investments where appropriate.

The Trustees are comfortable with the investment managers’ strategies and processes for exercising rights and conducting engagement activities, and specifically that

they attempt to maximise shareholder value as a long-term investor.

The Trustees undertook an initial review of the stewardship and engagement activities of the current managers at their meeting on 27 June 2019, and were satisfied that

their policies were reasonable and no remedial action was required at that time. The policies relating to stewardship and engagement with the fund managers were

subsequently reviewed and reflected in the Statement of Investment Principles in September 2020.

Going forwards, the Trustees have requested their investment consultants, Barnett Waddingham, to provide tailored reporting on ESG activities and processes undertaken

by the investment managers to help ensure they are in alignment with the Scheme’s stewardship policies.

Additional information on the voting and engagement activities carried out for the Scheme’s investments are provided on the following pages.


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Voting Data

Voting only applies to funds that hold equities in their portfolio. The Scheme’s equity investments are all held through pooled funds. The investment managers for these

funds vote on behalf of the Trustees. It follows that the BlackRock Absolute Return Bond Fund and LDI portfolio do not participate in voting activities on behalf of the

holdings in the funds. The table below provides a summary of the voting activity undertaken by each manager over the year to 31 March 2021.

Manager BlackRock Columbia

Threadneedle Pyrford

Fund name Emerging

Markets

Aquila Life

European (ex. UK)

Equity

(and its currency

hedged

counterpart)

Aquila Life US

Equity

(and its currency

hedged

counterpart)

Aquila Life

Japanese Equity

(and its currency

hedged

counterpart)

Aquila Life Pacific

Rim Equity

(and its currency

hedged

counterpart)

Aquila Life UK

Equity

Dynamic Real

Return Fund

Global Total

Return

Fund

Structure Pooled

Ability to influence voting behaviour of

manager The pooled fund structure means that there is limited scope for the Trustees to influence the manager’s voting behaviour.

Number of company meetings the

manager was eligible to vote at over the

year

108 546 611 517 448 1,211 358 62

Number of resolutions the manager was

eligible to vote on over the year 964 9,326 7,542 6,221 3,150 15,742 4,659 913

Percentage of resolutions the manager

voted on 87.76% 81.42% 100.00% 100.00% 99.62% 97.17% 98.8% 86.09%

Percentage of resolutions the manager

abstained from, as a percentage of the

total number of resolutions voted on

3.01% 1.15% 0.09% 0.00% 0.13% 1.85% 2.4% 0.00%

Percentage of resolutions voted with

management, as a percentage of the

total number of resolutions voted on*

90.66% 87.71% 97.20% 97.97% 90.12% 94.26% 91.3% 95.04%


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Percentage of resolutions voted against

management, as a percentage of the

total number of resolutions voted on*

9.34% 12.29% 2.80% 2.03% 9.88% 5.84% 6.3% 4.96%

Percentage of resolutions voted contrary

to the recommendation of the proxy

advisor

n/a n/a n/a n/a n/a n/a n/a 3.05%

*Please note that the figures BlackRock provided for the percentage of resolutions abstained are also incorporated within the votes cast with and against management.

BlackRock Investment Stewardship (BIS) team carries out engagement with companies, monitors and executes proxy votes, and conducts vote operations (including

maintaining records of votes cast) in a manner consistent with the relevant Guidelines. BIS also conducts research on corporate governance issues and participates in

industry discussions to contribute to and keep abreast of important developments in the corporate governance field. BIS may utilise third parties for certain of the

foregoing activities and performs oversight of those third parties.

Columbia Threadneedle uses both Glass, Lewis & Co. and ISS to provide proxy research services to ensure quality and objectivity in connection with voting client

securities. Proxy voting decisions are made in accordance with the principles established in the Columbia Threadneedle Investments Corporate Governance and Proxy

Voting Principles document, and their proxy voting practices are implemented through their Proxy Voting Policy.

Pyrford have appointed ISS Proxy Voting Services to monitor meetings data and to produce a voting schedule based upon individual client proxy voting guidelines, or

Pyrford’s guidelines where a client does not provide their own. While they consider ISS to be providing us a ‘proxy adviser’ service, Pyrford's portfolio managers have

the final authority to decide on how votes are cast in line with the relevant guidelines.

Significant votes

For the first year of implementation statements we have delegated to the investment manager(s) to define what a “significant vote” is. A summary of the data they have

provided is set out in the appendix.


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Fund level engagement

The investment managers may engage with their investee companies on behalf of the Trustees.

Data Limitations

Information relating to fund level engagement policies was requested from the Scheme’s investment managers. Columbia Threadneedle and Pyrford have provided their

data at a firm level, rather than at fund level. BlackRock did not provide any data in relation to the engagements undertaken by the Absolute Return Bond Fund. The

Trustees’ investment consultants are working with the managers to improve the depth of the information provided in the requested format.

The tables below provides a summary of the engagement activity undertaken by managers during the year to 31 March 2021, along with engagement examples.



Fund name Emerging Markets

Equity

Aquila Life

European (ex. UK)

Equity

Aquila Life US

Equity

Aquila Life

Japanese Equity

Aquila Life Pacific

Rim Equity

Aquila Life UK

Equity

Dynamic Real

Return Fund

Global Total

Return Fund

Fund or firm level

data Fund Fund Fund Fund Fund Fund Firm Firm

Does the manager

perform engagement

on behalf of the

holdings of the fund

Yes Yes Yes Yes Yes Yes Yes Yes

Has the manager

engaged with

companies to

influence them in

relation to ESG factors

in the year?

Yes Yes Yes Yes Yes Yes Yes Yes

Number of company

engagements

undertaken on behalf

of the holdings in this

fund in the year

46 448 611 317 170 2,845 Not Provided Not Provided


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Number of company

engagements

undertaken at a firm

level in the year

Not Provided Not Provided Not Provided Not Provided Not Provided Not Provided c. 300* 214**

*Columbia Threadneedle were only able to provide the approximate number of company engagements over the year to 31 March 2021. They are working on a new system to be able to provide more accurate

engagement numbers next year.

**Pyrford were not only able to provide the number of company engagements over the year to 31 December 2021, as opposed to 31 March 2021. They are working on improving their reporting for future

submissions.

Manager Engagement example

BlackRock

BlackRock engaged with Procter & Gamble Company (P&G), one of the largest global branded consumer packaged goods companies. BlackRock regularly reviews

P&G’s governance structure and risk profile. BlackRock has held multiple engagements with the company’s board and management in recent years, in which they have

discussed a range of material issues that, in their view, drive long-term shareholder value. During BlackRock’s most recent engagement with P&G, they discussed the

company’s response during the COVID-19 pandemic, the shareholder proposals on the company’s proxy statement, and human capital management, as well as recent

updates to the company’s board structure. BlackRock has also engaged with P&G on their environment impact management. P&G were voting on a proposal requesting

a report assessing if and how P&G could increase the scale, pace, and rigor of its efforts to eliminate deforestation and the degradation of intact forests in its supply

chains. The proposal places special attention on the company’s use of palm oil and forest pulp. While BlackRock recognises the company's efforts to date towards

enhancing their sustainability and monitoring disclosure reports, they determined that there was room for P&G to improve the frequency and depth of disclosure.

Columbia Threadneedle

Columbia Threadneedle engaged with Rio Tinto, as their destruction of Juukan Gorge in Australia raised many questions around the company’s conduct, governance

mechanisms and management of relationships with local communities and traditional owners. The Responsible Investment Team led virtual meetings with the

company’s chairman and Investor Relations Team during the second half of 2020, attended by representatives from multiple investment desks. There have been multiple

process changes following the destruction of Juukan Gorge, with more to come over the longer-term. Efforts are focused on reviewing sites and agreements in place

with the traditional owner groups.

Pyrford

Pyrford engaged with Japan Tobacco (JT) in relation to its child labour policies. JT has developed its own policies on child labour, in conjunction with the ILO Minimum

Age Convention and Eliminating the Worst Forms of Child Labour Convention. Despite these seemingly positive initiatives, big tobacco firms have received widespread

criticism for their policies not going far enough. Pyrford reached out to JT to establish what concrete measures they have taken to mitigate child labour issues, the

relative success of these, and what more can be done going forward. Upon speaking with Japan Tobacco and conducting further research, it became clear that child

labour is not simply the fault of the tobacco industry. Rather it is an evidence of wider issues, including inadequate education infrastructure, long distances between

schools, government failures, and low incomes across multiple industries. Simply cutting ties with farms and dealers where there have been instances of child labour


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Manager Engagement example

does not solve the issue, but instead may worsen it by leading to unemployment and pushing more families into poverty. Pyrford are satisfied that JT acknowledge the

severity of this issue and are committed to eliminating child labour by taking a proactive approach. Admittedly there remain various issues, but JT is not dismissive of

this fact. Pyrford suggested that JT takes a leading industry position in raising wages and that their policies were updated to cover children handling dried tobacco, to

which JT was responsive.


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Appendix – Significant Votes

The Trustee has delegated to the investment manager(s) to define what a “significant vote” is. Where managers have provided multiple examples, we have chosen three

examples to highlight a breadth of issues the managers voted on throughout the year.

BlackRock, Emerging Markets Equity Fund

The Trustees’ investment consultants, Barnett Waddingham, requested BlackRock to provide examples of significant votes for each of the funds held over the year to 31

March 2021. For the Emerging Markets Equity Fund, Barnett Waddingham queried with BlackRock after initially receiving no information relating to significant votes.

They confirmed that no votes they deemed significant took place over the period. Barnett Waddingham will continue to work with BlackRock to improve the depth of

the information provided in the requested format.

BlackRock, Aquila Life European (ex. UK) Equity Fund

Vote 1 Vote 2 Vote 3

Company name H&M Hennes & Mauritz AB Santander Consumer USA Holdings, Inc. Volvo AB

Date of vote 7 May 2020 10 June 2020 18 June 2020

Approximate size of fund's

holding as at the date of

the vote (as % of portfolio)

Not provided Not provided Not provided

Summary of the resolution

Item 11.e: Re-elect Christian Sievert as

Director

Item 14.a: Approve Guidelines for the

Remuneration of Senior Executives

Item 14.b: Shareholder proposal “Disclose

Sustainability Targets to be Achieved in order

for Senior Executives to be Paid Variable

Remuneration; Report on the Performance of

Senior Executives About Sustainability

Targets”

Item 16: Shareholder proposal “Eliminate

Differentiated Voting Rights”

Item 3: Report on Risk of Racial Discrimination in Vehicle

Lending

Items 12.1, 12.4, 12.8, 12.11: Re-elect Matti

Alahuhta, James Griffith, Martina Merz and

Carl-Henric Svanberg as Directors .

Item 13: Re-elect Carl-Henric Svanberg as

Board Chairman.

Item 15: Approve remuneration policy and

other terms of employment for executive

management.

Item 18: Limit contributions to Chalmers

University of Technology Foundation to a

maximum of SEK 4 million per year.


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Item 17: Shareholder proposal “Examination

of Various Aspects of the Company's

Collection of Data about the Personnel”

How the manager voted

Item 11.e: Against

Item 14.a: Against

Item 14.b: For

Item 16: Against

Item 17: Against

For Against all items.

If the vote was against

management, did the

manager communicate

their intent to the company

ahead of the vote?


Rationale for the voting

decision

Item 11.e: As Mr. Sievert is the most senior

member of the board, the vote against his re-

election is intended to signal their on-going

concerns relating to the company’s failure to

develop its board structure and practices

more broadly.

Item 14.a: The level of transparency around

H&M’s executive pay practices continues to

fall below market standards.

Item 14.b: BlackRock supported this

shareholder proposal as they see the

information requested as information that

shareholders can reasonably expect

companies to provide.

Item 16: Despite BlackRock’s clear preference

for “one share, one vote”, they were not able

to support this shareholder proposal given

the lack of important details such as

compensation for those who are losing voting

rights in relative terms.

BlackRock voted for the item as discriminatory lending practices

(of all forms) are a material risk to the company’s business and

shareholders would benefit from increased and improved

disclosure on compliance programs, processes and procedures,

as well as risk mitigation processes and procedures, to prevent

discriminatory lending (including racial discrimination).

BlackRock voted against all resolutions given

their concerns about progress on climate-related

risks reporting, the structure of executive pay at

the company and the approach taken by the

shareholder to micromanage company activities.


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Item 17: BlackRock took the view that the

rationale for putting forward the rationale was

not sufficient.

Outcome of the vote Not provided Not provided Not provided

Implications of the

outcome Not provided Not provided Not provided

Criteria on which the vote is

considered “significant” Not provided Not provided Not provided

BlackRock, Aquila Life US Equity Fund


Company name Exxon Mobil Corporation Facebook, Inc. The Procter & Gamble Company

Date of vote 27 May 2020 27 May 2020 13 October 2020






Item 1.2: Elect Director Angela F. Braly

Item 1.4: Elect Director Kenneth C. Frazier

Item 4: Require Independent Board Chair

Item 1.2: Elect Director Marc L.

Andreessen.

Item 4: Shareholder Proposal to

Approve Recapitalization Plan for

all Stock to Have One-vote per

Share.

Item 5: Report on Efforts to Eliminate

Deforestation.

Item 6: Annual Report on Diversity.


Item 1.2: Against

Item 1.4: Against

Item 4: For

Item 1.2: Against

Item 4: For

Item 5: For

Item 6: Against


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management, did the

manager communicate their

intent to the company

ahead of the vote?



decision

Item 1.2: Against Director Angela F. Braly for insufficient progress

on TCFD aligned reporting and related action.

Item 1.4: Against Director Kenneth C. Frazier for insufficient

progress on TCFD aligned reporting and related action, and for

failure to provide investors with confidence that the board is

composed of the appropriate mix of skillsets and can exercise

sufficient independence from the management team to

effectively guide the company in assessing material risks to the

business.

Item 4: For the Independent Chair proposal on account of

BlackRock’s belief that the board would benefit from a more

robust independent leadership structure given the concerns.

Item 1.2: BlackRock voted against

Mr. Andreessen as he serves on

the Audit Committee and

BlackRock do not consider him

independent.

Item 4: BlackRock voted for the

shareholder proposal asking for a

recapitalization plan as they

generally support one share one

vote capital structures.

Item 5: BlackRock voted for the shareholder

proposal on deforestation as whilst they

recognise the company's efforts to date towards

enhancing their sustainability and monitoring

disclosure reports, they determined that there is

room for P&G to improve this further.

Item 6: In BlackRock’s assessment, they

determined that P&G already disclose sufficient

detail in this area.


Implications of the outcome Not provided Not provided Not provided

Criteria on which the vote is

considered “significant”


BlackRock, Aquila Life Japanese Equity Fund

Vote 1

Company name Mizeho Financial Group

Date of vote 25 June 2020


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Vote 1

Approximate size of fund's holding as at the date of the

vote (as % of portfolio)

Not provided

Summary of the resolution Item 5: Shareholder Proposal. Amend Articles to Disclose Plan Outlining Company’s Business Strategy to Align Investments with Goals of

Paris Agreement

How the manager voted Against

If the vote was against management, did the manager

communicate their intent to the company ahead of the

vote?

Not provided

Rationale for the voting decision

The independent fiduciary reported that it took into consideration the company’s policies and the announcements made since the

shareholder proposal was filed. The independent fiduciary determined that the company now has policies in place that address the issues

raised in the proposal.

Outcome of the vote Not provided

Implications of the outcome Not provided

Criteria on which the vote is considered “significant” Not provided

BlackRock, Aquila Life Pacific Rim Equity Fund


Company name Woodside Petroleum Ltd. National Bank Australia BHP Group Plc

BHP Group Limited

Date of vote 30 April 2020 18 December 2020 BHP Group Plc: 14 October 2020

BHP Group Limited: 15 October 2020





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the vote (as % of

portfolio)


Item 4a: Special Resolution to amend the company

Constitution.

Item 4b (1-3): Ordinary Resolution on Paris Goals

and Targets.

Item 4c: Ordinary Resolution on Climate-Related

Lobbying.

Item 4d: Ordinary Resolution on Reputation

Advertising Activities.

Item 6a: Amendment to the Constitution.

Item 6b: Transition Planning Disclosure.

Item 23: Amend Constitution of BHP Group

Limited.

Item 25: Approve Review of Advocacy Activities

and Suspension of Memberships of Industry

Associations where COVID-19 related Advocacy is

Inconsistent with Paris Agreement Goals.

How the manager voted Against for all resolutions Item 6a: Against.

Item 6b: For.

Against for all resolutions


management, did the

manager communicate

their intent to the

company ahead of the

vote?



decision

Item 4a: BlackRock is generally not supportive of

constitutional amendment resolutions as the

relative ease of filing risks distracting and time-

consuming proposals being submitted by

shareholders whose interests are not necessarily

aligned with those of the broader shareholder

base.

Item 4b.1:While BlackRock are supportive of the

goals underlying the resolution, its bundled

structure presents a challenge as Scope 3

emissions remain particularly complicated in the

natural gas sector.

Item 4b.2: Woodside already substantively

addresses the request made in the resolution.

Item 4b.3: BlackRock maintains the view that

compensation committees are best placed to

Item 6a: BlackRock is generally not supportive of






base.

Item 6b: BlackRock may support a shareholder

proposal that addresses material business risks,

even if management is on track, but they believe

that voting in favor might accelerate their

progress and the shareholder proposal is

reasonable and not unduly constraining to

management.

Item 23: BlackRock is generally not supportive of






base.

Item 25: The expectations of, and material

implications for, companies with respect to the

energy transition and climate change continue to

evolve rapidly. There is ever greater recognition of

the increased investment risk presented by

climate-related risks, and the urgency needed to

address them.


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determine effective performance measures given

members’ knowledge of the company’s strategic

plans, the industry in which the company operates,

and other issues internal and/or unique to the

company.

Item 4c: Based on BlackRock’s analysis,

Woodside’s lobbying is consistent with its public

position on climate change. Where differences are

identified, the company discloses them openly.

Item 4d: Based on BlackRock’s evaluation,

Woodside provides adequate transparency on their

advertising activities and the community groups

that they support.


Implications of the

outcome


Criteria on which the vote

is considered “significant”


BlackRock, Aquila UK Equity Fund


Company name Exxon Mobil Corporation Volvo AB Barcalys Plc

Date of vote 27 May 2020 18 June 2020 7 May 2020

Approximate size of

fund's holding as at the

Not provided Not provided


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date of the vote (as % of

portfolio)

Summary of the

resolution

Item 1.2: Elect Director Angela F. Braly

Item 1.4: Elect Director Kenneth C. Frazier

Item 4: Require Independent Board Chair

Items 12.1, 12.4, 12.8, 12.11: Re-elect

Matti Alahuhta, James Griffith, Martina

Merz and Carl-Henric Svanberg as

Directors .

Item 13: Re-elect Carl-Henric Svanberg

as Board Chairman.

Item 15: Approve remuneration policy

and other terms of employment for

executive management.

Item 18: Limit contributions to Chalmers

University of Technology Foundation to a

maximum of SEK 4 million per year.

Resolution 29: Approve Barclays' Commitment to

Tackling Climate Change.

Resolution 30: Approve ShareAction Requisitioned

Resolution.


Item 1.2: Against

Item 1.4: Against

Item 4: For

Against all items. Resolution 29: For

Resolution 30: Against


management, did the

manager communicate

their intent to the


vote?



decision

Item 1.2: Against Director Angela F. Braly for insufficient

progress on TCFD aligned reporting and related action.

Item 1.4: Against Director KennethC. Frazier for insufficient

progress on TCFD aligned reporting and related action, and

for failure to provide investors with confidence that the

board is composed of the appropriate mix of skillsets and

can exercise sufficient independence from the management

team to effectively guide the company in assessing material

risks to the business.

Item 4: For the Independent Chair proposal on account of

BlackRock’s belief that the board would benefit from a

BlackRock voted against all resolutions given

their concerns about progress on climate-

related risks reporting, the structure of

executive pay at the company and the

approach taken by the shareholder to

micromanage company activities.

Support for both resolutions would have been

problematic as they are both binding. The independent

fiduciary determined that, as outlined in Resolution 29,

the company sets a clear ambition to become net-zero

and align to the goals of the Paris Agreement,

addressing shareholders’ concerns for the time being.


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more robust independent leadership structure given the

concerns.


Implications of the

outcome






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Columbia Threadneedle, Dynamic Real Return Fund


Company name Amazon.com, Inc. Facebook, Inc. Comcast Corporation

Date of vote 27 May 2020 27 May 2020 3 Jun 2020

Approximate size of fund's holding as at the date of the vote (as % of

portfolio)

1.61% 0.83% 0.62%

Summary of the resolution Elect Director Thomas O. Ryder Report on Median Gender/Racial Pay

Gap.

Report on Risks Posed by Failing to

Prevent Sexual Harassment.

How the manager voted Against For For

If the vote was against management, did the manager communicate their

intent to the company ahead of the vote?

No No No

Rationale for the voting decision Director is an affiliate serving on a

key committee.

Material social risk for business; in

shareholders' interests.

Material social risk for business; in

shareholders' interests.

Outcome of the vote Pass Fail Fail

Implications of the outcome Active stewardship (engagement and voting) continues to form an integral part of Columbia Threadneedle’s research and

investment process

Criteria on which the vote is considered “significant” Vote against management.


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Pyrford. Global Total Return Fund


Company name GlaxoSmithKline Plc British American Tobacco plc Vodafone Group Plc

Date of vote 6 May 2020 30 April 2020 28 July 2020




2.32% 2.10% 1.55%


Approve remuneration policy Advisory Vote to Ratify Named Executive

Officers' Compensation - Approve

Remuneration Report

Re-elect David Thodey as Director

How the manager voted Against Management Against Management Against Management


management, did the

manager communicate

their intent to the


vote?

Whilst Pyrford's Portfolio managers do on occasion contact management prior to a vote, usually they will vote without prior dialog with management. Engagement with

management will usually follow after a vote if escalation is deemed necessary from management.


decision

A vote against the resolution was warranted as

the incumbent US-based Executive Director's

pension arrangements subsist at a level

significantly higher than that of the wider

workforce, and there is no disclosed plan

towards alignment over time

A vote against the remuneration report was

considered warranted on account of the

following:

CEO Jack Bowles was granted a 9.5% salary

increase for the 2020 Financial Year.

From the 2020 Financial Year, the new

CFO's LTIP award has been increased to

400% of salary, up from 350% of salary

previously (albeit on a lower salary rate

than his predecessor).

A vote agaisnt the re-election of David Thodey was considered

warranted. In addition to his role as a non-executive director of

Vodafone, he holds board positions at three other publicly listed

companies, including two board chair roles. This is a significant number

of outside time commitments and may raise questions regarding his

ability to devote sufficient time to his role at Vodafone.


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Outcome of the vote

Pass Pass.

However, a vote of 38.06% was received against

this resolution. The Company’s Remuneration

Committee has discussed the feedback received

in detail and the matters raised by shareholders

will remain under active consideration for future

years.

Resolution withdrawn. Having cast their votes against the re-election of

Mr Thodey prior to the Annual General Meeting, they noted with

interest that on the 27th July 2020, the day before the scheduled AGM,

Mr. Thodey announced his resignation from the Board. In his

resignation statement he explicitly mentioned the concerns

surrounding his ability to dedicate sufficient time to the role as being a

meaningful factor in his decision. As a result, resolution 13 was

withdrawn and no vote was taken on the issue.

Implications of the

outcome

The decision to follow up with companies after a vote lies with the individual portfolio manager responsible for casting the vote and with discretion over the company.

Where it is deemed necessary to follow up, Pyrford’s portfolio managers will do so directly through a process of direct engagement with the company. In most cases, follow

up is not required.



At Pyrford they believe that all proxy votes are important and aim to vote all ballots received on behalf of their clients. All proxy votes are reviewed by their ESG Forum on a

quarterly basis. Those deemed to be “significant” are where they believe the outcome could have a meaningful impact on shareholder returns over their five-year investment

horizon. These could include management and board appointments and compensation, decisions affecting capital structure as well as company responses to social,

environmental or competitive pressures.

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