vote summary report - schroders€¦ · mgmt rec vote instruction . 1 approve scheme of arrangement...

Voting September 2019

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

Vote Summary Report Date range covered: 09/01/2019 to 09/30/2019

PT Bank Tabungan Pensiunan Nasional Syariah Tbk Meeting Date: 09/02/2019 Country: Indonesia

Meeting Type: Special Ticker: BTPS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Changes in Board of Commissioners 1

For For Approve Share Repurchase Program 2

Zhejiang Dingli Machinery Co., Ltd. Meeting Date: 09/02/2019 Country: China

Meeting Type: Special Ticker: 603338

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Additional Daily Related Party Transactions

For For

Acacia Mining Plc Meeting Date: 09/03/2019 Country: United Kingdom

Meeting Type: Court Ticker: ACA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Scheme of Arrangement For For

Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.

Acacia Mining Plc Meeting Date: 09/03/2019 Country: United Kingdom

Meeting Type: Special Ticker: ACA


Acacia Mining Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve the Recommended Final Offer for Acacia Mining plc by Barrick Gold Corporation

For For


Cafe de Coral Holdings Limited Meeting Date: 09/03/2019 Country: Bermuda

Meeting Type: Annual Ticker: 341

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports

For For

For For Approve Final Dividend 2

Against For Elect Lo Hoi Kwong, Sunny as Director 3.1

Voter Rationale: Non-independent chair on a board that lacks independent oversight

Blended Rationale: Non-independent chair on a board that lacks independent oversight

For For Elect Choi Ngai Min, Michael as Director 3.2

Against For Elect Li Kwok Sing, Aubrey as Director 3.3

Voter Rationale: Chair of the nomination committee on a board that lacks refreshment

Blended Rationale: Chair of the nomination committee on a board that lacks refreshment

For For Elect Lo Ming Shing, Ian as Director 3.4

For For Authorize Board to Fix Remuneration of Directors

4

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

5

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

6

Voter Rationale: Discount limit not disclosed

Blended Rationale: Discount limit not disclosed

For For Authorize Repurchase of Issued Share Capital 7


Cafe de Coral Holdings Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Authorize Reissuance of Repurchased Shares 8

Voter Rationale: Discount limit not disclosed

Blended Rationale: Discount limit not disclosed

CSI Properties Limited Meeting Date: 09/03/2019 Country: Bermuda


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Kan Sze Man as Director 3.1

For For Elect Chow Hou Man as Director 3.2

For For Elect Lo Wing Yan, William as Director 3.3


3.4

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

4



6

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

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


Voter Rationale: Discount limit is not disclosed

Blended Rationale: Discount limit is not disclosed

DS Smith Plc Meeting Date: 09/03/2019 Country: United Kingdom

Meeting Type: Annual Ticker: SMDS


DS Smith Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Against For Approve Remuneration Report 3

Voter Rationale: Repricing of in-flight ltip targets

Blended Rationale: Repricing of in-flight ltip targets

For For Re-elect Gareth Davis as Director 4

Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.

For For Re-elect Miles Roberts as Director 5


For For Re-elect Adrian Marsh as Director 6


For For Re-elect Chris Britton as Director 7


For For Re-elect Kathleen O'Donovan as Director 8


For For Elect David Robbie as Director 9


For For Re-elect Louise Smalley as Director 10


For For Elect Rupert Soames as Director 11


For For Reappoint Deloitte LLP as Auditors 12

For For Authorise the Audit Committee to Fix Remuneration of Auditors

13

For For Authorise Issue of Equity 14

Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.

For For Authorise Issue of Equity without Pre-emptive Rights

15



DS Smith Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

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

16


For For Authorise Market Purchase of Ordinary Shares 17

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

18

Merlin Entertainments Plc Meeting Date: 09/03/2019 Country: United Kingdom

Meeting Type: Court Ticker: MERL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



Merlin Entertainments Plc Meeting Date: 09/03/2019 Country: United Kingdom

Meeting Type: Special Ticker: MERL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve the Recommended Cash Acquisition of Merlin Entertainments plc by Motion Acquisition Limited; Amend Articles of Association

For For


Shandong Chenming Paper Holdings Limited Meeting Date: 09/03/2019 Country: China



Shandong Chenming Paper Holdings Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Rules and Procedures Regarding General Meetings of Shareholders

For For

For For Approve Remuneration of Directors and Supervisors

2

For For Approve Acceptance of Financial Subsidy and Connected Transaction

3

Sungrow Power Supply Co., Ltd. Meeting Date: 09/03/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Replenishment of Working Capital by Raised Funds

For For

Blended Rationale: ALL_DONOTVOTE

For For Approve Repurchase and Cancellation of Performance Shares

2


For For Approve Amendments to Articles of Association 3


For For Approve Guarantee Provision 4


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Replenishment of Working Capital by Raised Funds

1


2


For For Approve Guarantee Provision 4


The Foschini Group Ltd. Meeting Date: 09/03/2019 Country: South Africa

Meeting Type: Annual Ticker: TFG

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports for the Year Ended 31 March 2019

For For

For For Reappoint Deloitte & Touche as Auditors of the Company with M van Wyk as the Designated Partner

2

For For Re-elect Fatima Abrahams as Director 3

Blended Rationale: A vote FOR these items is warranted: * No voting issues have been identified in relation to the election or re-election of these Directors.

For For Re-elect Michael Lewis as Director 4


For For Re-elect Sam Abrahams as Director 5


For For Elect Bongiwe Ntuli as Director 6


Against For Re-elect Sam Abrahams as Member of the Audit Committee

7

Voter Rationale: Length of tenure compromises role as independent chair of the committee

Blended Rationale: Length of tenure compromises role as independent chair of the committee

For For Re-elect Tumi Makgabo-Fiskerstrand as Member of the Audit Committee

8

Blended Rationale: Items 7-11 A vote FOR these items is warranted: * All of the members of the Audit Committee are independent. Item 12 A vote AGAINST this item is warranted: * Fatima Abrahams attended less than 75% of Audit Committee meetings during the year and the Company has not provided an explanation for her poor attendance. Issues around her attendance have also been noted in prior years.

For For Re-elect Eddy Oblowitz as Member of the Audit Committee

9


For For Re-elect Nomahlubi Simamane as Member of the Audit Committee

10



The Foschini Group Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect David Friedland as Member of the Audit Committee

11


Against For Re-elect Fatima Abrahams as Member of the Audit Committee

12

Voter Rationale: Poor attendance, which has been an ongoing issue

Blended Rationale: Poor attendance, which has been an ongoing issue

Against For Approve Remuneration Policy 13

Voter Rationale: The policy includes good leaver provisions which allow for accelerated vesting of share awards on retirement without reference to performance. This provision was used for the outgoing CEO during the year.

Blended Rationale: The policy includes good leaver provisions which allow for accelerated vesting of share awards on retirement without reference to performance. This provision was used for the outgoing CEO during the year.

For For Approve Remuneration Implementation Report 14

For For Approve Remuneration of Non-executive Directors

1

For For Authorise Repurchase of Issued Share Capital 2

For For Approve Financial Assistance in Terms of Sections 44 and 45 of the Companies Act

3

For For Authorise Ratification of Approved Resolutions 15

Tieto Oyj Meeting Date: 09/03/2019 Country: Finland

Meeting Type: Special Ticker: TIETO

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

3 Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

For For

Blended Rationale: These are routine meeting formalities.

For For Acknowledge Proper Convening of Meeting 4


For For Prepare and Approve List of Shareholders 5



Tieto Oyj Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Merger Agreement with EVRY ASA 6


Alpha Financial Markets Consulting Plc Meeting Date: 09/04/2019 Country: United Kingdom

Meeting Type: Annual Ticker: AFM

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Blended Rationale: A vote AGAINST this resolution is warranted because of the following deviations from best practice: * The Board does not comprise at least two independent NEDs, excluding the Chairman. * The composition of the Audit and Remuneration Committees is not compliant with recommended guidelines. * The performance period for long-term incentive awards granted to Executive Directors during the year is less than three years.


For For Reappoint KPMG LLP as Auditors 3

For For Authorise Board to Fix Remuneration of Auditors 4




6



7



Golub Capital BDC, Inc. Meeting Date: 09/04/2019 Country: USA

Meeting Type: Special Ticker: GBDC


Golub Capital BDC, Inc.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Increase Authorized Common Stock For For

For For Issue Shares in Connection with Merger 2

For For Amend Investment Advisory Agreement 3

Logitech International S.A. Meeting Date: 09/04/2019 Country: Switzerland

Meeting Type: Annual Ticker: LOGN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Advisory Vote to Ratify Named Executive Officers' Compensation

2

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

For For Appropriation of Retained Earnings and Declaration of Dividend

3

For For Approve Discharge of Board and Senior Management

4

For For Elect Director Patrick Aebischer 5A

For For Elect Director Wendy Becker 5B

For For Elect Director Edouard Bugnion 5C

For For Elect Director Bracken Darrell 5D

For For Elect Director Guerrino De Luca 5E

For For Elect Director Didier Hirsch 5F

For For Elect Director Neil Hunt 5G

For For Elect Director Marjorie Lao 5H

For For Elect Director Neela Montgomery 5I

For For Elect Director Guy Gecht 5J

For For Elect Director Michael Polk 5K

For For Elect Wendy Becker as Board Chairman 6


Logitech International S.A. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Appoint Edouard Bugnion as Member of the Compensation Committee

7A

For For Appoint Neil Hunt as Member of the Compensation Committee

7B

For For Appoint Michael Polk as Member of the Compensation Committee

7C

For For Approve Remuneration of Board of Directors in the Amount of CHF 4,900,000

8

For For Approve Remuneration of the Group Management Team in the Amount of USD 28,600,000

9

For For Ratify KPMG AG as Auditors and Ratify KPMG LLP as Independent Registered Public Accounting Firm for Fiscal Year 2020

10

For For Designate Etude Regina Wenger & Sarah Keiser-Wuger as Independent Representative

11

Against For Authorize Independent Representative to Vote on Any Amendment to Previous Resolutions

A

Voter Rationale: Amendments to resolutions may not be in shareholders' interests.

Blended Rationale: Amendments to resolutions may not be in shareholders' interests.

Logitech International S.A. Meeting Date: 09/04/2019 Country: Switzerland

Meeting Type: Annual Ticker: LOGN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Share Re-registration Consent For For

Mediaset Espana Comunicacion SA Meeting Date: 09/04/2019 Country: Spain

Meeting Type: Special Ticker: TL5


Mediaset Espana Comunicacion SA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.2 Approve Segregation of All Assets and Liabilities to Fully-Owned Subsidiary GA Mediaset

For Against

Voter Rationale: The new proposed governance structure from the merger is not in shareholders best interests.

Blended Rationale: The new proposed governance structure from the merger is not in shareholders best interests.

Against For Approve Tripartite Cross-Border Merger by Absorption of Company and Mediaset SpA by Mediaset Investment NV

2.2

Voter Rationale: The new proposed governance structure from the merger is not in shareholders best interests.

Blended Rationale: The new proposed governance structure from the merger is not in shareholders best interests.

For For Authorize Share Repurchase Program 3

For For Authorize Board to Ratify and Execute Approved Resolutions

4

Mediaset SpA Meeting Date: 09/04/2019 Country: Italy

Meeting Type: Special Ticker: MS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Cross-border Merger of Mediaset SpA and Mediaset Espana Comunicacion SA with and into Mediaset Investment NV

For Against

Voter Rationale: Not in minority shareholders best interests.

Blended Rationale: Not in minority shareholders best interests.

Open Text Corporation Meeting Date: 09/04/2019 Country: Canada

Meeting Type: Annual/Special Ticker: OTEX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director P. Thomas Jenkins For For


Open Text Corporation Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Blended Rationale: Vote FOR all proposed nominees as no significant concerns have been identified at this time.

For For Elect Director Mark J. Barrenechea 1.2


For For Elect Director Randy Fowlie 1.3


For For Elect Director David Fraser 1.4


For For Elect Director Gail E. Hamilton 1.5


For For Elect Director Stephen J. Sadler 1.6


For For Elect Director Harmit Singh 1.7


For For Elect Director Michael Slaunwhite 1.8


For For Elect Director Katharine B. Stevenson 1.9


For For Elect Director Carl Jurgen Tinggren 1.10


For For Elect Director Deborah Weinstein 1.11


For For Ratify KPMG LLP as Auditors 2

For For Advisory Vote on Executive Compensation Approach

3

Against For Approve Shareholder Rights Plan 4

Voter Rationale: aspects of the plan are not structured to protect the interests of shareholders in the event of a bid for their shares.

Blended Rationale: aspects of the plan are not structured to protect the interests of shareholders in the event of a bid for their shares.

QUIZ Plc Meeting Date: 09/04/2019 Country: Jersey

Meeting Type: Annual Ticker: QUIZ


QUIZ Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Blended Rationale: A vote AGAINST this resolution is warranted because of the following reasons: * The options granted to the Executive Director are not conditional on the achievement of performance conditions and have been re-priced since the year-end.

For For Ratify RSM UK Audit LLP as Auditors 2


For For Re-elect Tarak Ramzan as Director 4

Blended Rationale: Items 4-5, 8-9 A vote FOR the re-election of Tarak Ramzan, Sheraz Ramzan, Roger Mather and Charlotte O'Sullivan is warranted because no significant concerns have been identified. Item 6 An ABSTENTION on the re-election of Gerard Sweeney is warranted because: * He is an Executive Director and is currently a member of the Remuneration Committee, which is not in line with UK best practice recommendations. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option. Item 7 A vote AGAINST the re-election of Peter Cowgill is warranted because: * Potential independence issues have been identified and he currently sits on the Audit Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size; and * Apart from his role as Non-executive Chair of the Company, he also serves at two other publicly listed companies, which could potentially compromise his ability to commit sufficient time to his role in the Company.

For For Re-elect Sheraz Ramzan as Director 5


Against For Re-elect Gerard Sweeney as Director 6

Voter Rationale: Executive director who sits on the remuneration committee.

Blended Rationale: Executive director who sits on the remuneration committee.

For For Re-elect Peter Cowgill as Director 7



QUIZ Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Roger Mather as Director 8


For For Re-elect Charlotte O'Sullivan as Director 9





11


Solid State Plc Meeting Date: 09/04/2019 Country: United Kingdom

Meeting Type: Annual Ticker: SOLI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



Solid State Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect John Macmichael as Director 3

Blended Rationale: Items 3 and 5 A vote FOR the re-election/election of John Macmichael and Nigel Rogers is warranted because no significant concerns have been identified. Item 4 A vote AGAINST the re-election of Peter Haining is warranted because: * Potential independence issues have been identified and he currently sits on the Audit and Remuneration Committees, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size.

Against For Re-elect Peter Haining as Director 4

Voter Rationale: lack of independence and chairs the audit committee

Blended Rationale: lack of independence and chairs the audit committee

For For Elect Nigel Rogers as Director 5

Blended Rationale: Items 3 and 5 A vote FOR the re-election/election of John Macmichael and Nigel Rogers is warranted because no significant concerns have been identified. Item 4 A vote AGAINST the re-election of Peter Haining is warranted because: * Potential independence issues have been identified and he currently sits on the Audit and Remuneration Committees, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size.

For For Appoint RSM UK Audit LLP as Auditors 6


For For Amend Articles of Association 8




10



U&I Group Plc Meeting Date: 09/04/2019 Country: United Kingdom

Meeting Type: Annual Ticker: UAI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


U&I Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: 40% personal targets in STI

Blended Rationale: 40% personal targets in STI

For For Elect Sadie Morgan as Director 3

Blended Rationale: Items 3, 5 to 11 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4 A vote AGAINST the re-election of Peter Williams is warranted: * He serves as Non-executive Chair of two other listed companies, which could potentially compromise his availability to commit sufficient time to his role at the Company.

For For Re-elect Peter Williams as Director 4


For For Re-elect Matthew Weiner as Director 5


For For Re-elect Richard Upton as Director 6


For For Re-elect Marcus Shepherd as Director 7


For For Re-elect Nick Thomlinson as Director 8


For For Re-elect Barry Bennett as Director 9


For For Re-elect Lynn Krige as Director 10


For For Re-elect Ros Kerslake as Director 11



For For Reappoint PricewaterhouseCoopers LLP as Auditors

13


U&I Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction






17



18

For For Authorise EU Political Donations and Expenditure

19

Vitasoy International Holdings Limited Meeting Date: 09/04/2019 Country: Hong Kong


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Winston Yau-Lai Lo as Director 3A1

Against For Elect Paul Jeremy Brough as Director 3A2

Blended Rationale: A vote AGAINST the election of Paul Jeremy Brough is warranted for the reason that he is part of the audit committee and the company paid excessive non-audit fees to its auditor.

For For Elect Roberto Guidetti as Director 3A3


3B

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

4

Blended Rationale: A vote AGAINST this proposal is warranted given that the non-audit fees exceeded the total audit fees paid to the company's audit firm in the latest fiscal year without satisfactory explanation.


5A

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


Vitasoy International Holdings Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Authorize Repurchase of Issued Share Capital 5B

Against For Authorize Reissuance of Repurchased Shares 5C

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

Civitas Social Housing Plc Meeting Date: 09/05/2019 Country: United Kingdom

Meeting Type: Annual Ticker: CSH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Approve Remuneration Report 2

For For Approve Remuneration Policy 3


For For Re-elect Michael Wrobel as Director 4

Blended Rationale: A vote FOR the re-election of Michael Wrobel, Peter Baxter, Caroline Gulliver and Alastair Moss is warranted because no significant concerns have been identified.

For For Re-elect Peter Baxter as Director 5


Against For Re-elect Caroline Gulliver as Director 6

Voter Rationale: overboarded with multiple appointments and chair of committees.

Blended Rationale: overboarded with multiple appointments and chair of committees.

For For Re-elect Alastair Moss as Director 7



8

For For Authorise the Audit and Management Engagement Committee to Fix Remuneration of Auditors

9

For For Approve the Company's Dividend Payment Policy

10

For For Amend the Company's Investment Policy and Investment Restrictions

11


Civitas Social Housing Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Amend Articles of Association Re: Directors' Remuneration

12




14




16

Dart Group Plc Meeting Date: 09/05/2019 Country: United Kingdom

Meeting Type: Annual Ticker: DTG

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Richard Green as Director 3

Blended Rationale: Items 3 & 6 A vote AGAINST the re-election of Richard (Rick) Green and Mark Laurence is warranted because: * Potential independence issues have been identified and they currently sit on the Audit and/or Remuneration Committees, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size. Item 4 An ABSTENTION on the re-election of Philip Meeson is warranted because: * He is an Executive Director and is currently a member of the Remuneration Committee, which is not in line with UK best practice recommendations. * He holds the combined office of Group Chairman and CEO, which calls into question whether the Board can adequately oversee and evaluate the performance of senior officers and the Company. Furthermore, as Board Chair, he is held ultimately responsible for the Company's overall corporate governance structure and shareholders should note that: * The Board does not comprise at least two independent NEDs. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option. Item 5 An ABSTENTION on the re-election of Stephen Heapy is warranted because: * He is an Executive Director and is currently a member of the Audit Committee, which is not in line with UK best practice recommendations. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.

Against For Re-elect Philip Meeson as Director 4

Voter Rationale: CEO sits on the remuneration committee.

Blended Rationale: CEO sits on the remuneration committee.


Dart Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Re-elect Stephen Heapy as Director 5

Voter Rationale: Executive sitting on audit committee.

Blended Rationale: Executive sitting on audit committee.

For For Re-elect Mark Laurence as Director 6

Blended Rationale: Items 3 & 6 A vote AGAINST the re-election of Richard (Rick) Green and Mark Laurence is warranted because: * Potential independence issues have been identified and they currently sit on the Audit and/or Remuneration Committees, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size. Item 4 An ABSTENTION on the re-election of Philip Meeson is warranted because: * He is an Executive Director and is currently a member of the Remuneration Committee, which is not in line with UK best practice recommendations. * He holds the combined office of Group Chairman and CEO, which calls into question whether the Board can adequately oversee and evaluate the performance of senior officers and the Company. Furthermore, as Board Chair, he is held ultimately responsible for the Company's overall corporate governance structure and shareholders should note that: * The Board does not comprise at least two independent NEDs. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option. Item 5 An ABSTENTION on the re-election of Stephen Heapy is warranted because: * He is an Executive Director and is currently a member of the Audit Committee, which is not in line with UK best practice recommendations. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.






10



11



Dixons Carphone Plc Meeting Date: 09/05/2019 Country: United Kingdom

Meeting Type: Annual Ticker: DC


Dixons Carphone Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Voter Rationale: Pay for performance disconnect with increase in opportunity.

Blended Rationale: Pay for performance disconnect with increase in opportunity.




For For Elect Eileen Burbidge as Director 5

Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.

For For Re-elect Alex Baldock as Director 6


For For Re-elect Tony DeNunzio as Director 7


For For Re-elect Andrea Gisle Joosen as Director 8


For For Re-elect Lord Livingston of Parkhead as Director 9


For For Re-elect Jonny Mason as Director 10


For For Re-elect Fiona McBain as Director 11


For For Re-elect Gerry Murphy as Director 12





15

For For Approve Colleague Shareholder Scheme 16

For For Approve Share Incentive Plan 17


Dixons Carphone Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Blended Rationale: A vote FOR these resolutions is considered warranted as the proposed amounts and durations are within recommended limits.


19

Blended Rationale: A vote FOR these resolutions is considered warranted as the proposed amounts and durations are within recommended limits.



21

Japan Prime Realty Investment Corp. Meeting Date: 09/05/2019 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles To Amend Permitted Investment Types - Amend Asset Management Compensation

For For

For For Elect Executive Director Jozaki, Yoshihiro 2

For For Elect Alternate Executive Director Nomura, Yoshinaga

3

For For Elect Supervisory Director Denawa, Masato 4.1

For For Elect Supervisory Director Kusanagi, Nobuhisa 4.2

For For Elect Alternate Supervisory Director Kawaguchi, Akihiro

5

Leyard Optoelectronic Co., Ltd. Meeting Date: 09/05/2019 Country: China



Leyard Optoelectronic Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Guarantee Provision by Related Party for the Company's Bank Credit Line Application

For For


For For Approve Provision of Guarantee by Wholly-owned Subsidiary to Affiliate Company

2


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Guarantee Provision by Related Party for the Company's Bank Credit Line Application

1

For For Approve Provision of Guarantee by Wholly-owned Subsidiary to Affiliate Company

2

Astral Poly Technik Limited Meeting Date: 09/06/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Issuance of Bonus Shares For For

Berkeley Group Holdings Plc Meeting Date: 09/06/2019 Country: United Kingdom

Meeting Type: Annual Ticker: BKG

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Berkeley Group Holdings Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Approve Remuneration Policy 2

Voter Rationale: Potential for significant pay outs with a lack of stretch in targets.

Blended Rationale: Potential for significant pay outs with a lack of stretch in targets.


For For Re-elect Tony Pidgley as Director 4

Blended Rationale: Items 3-12 and 14A vote FOR this candidate is warranted as no significant concerns have been identified. Item 13: Re-elect Adrian LiA vote AGAINST his re-election is considered warranted on account of his external time commitments and roles at other publicly listed companies which may potentially impair his ability to devote sufficient time for Company matters.

For For Re-elect Rob Perrins as Director 5


For For Re-elect Richard Stearn as Director 6


For For Re-elect Karl Whiteman as Director 7


For For Re-elect Sean Ellis as Director 8


For For Re-elect Sir John Armitt as Director 9


For For Re-elect Dame Alison Nimmo as Director 10


For For Re-elect Veronica Wadley as Director 11




Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Glyn Barker as Director 12


For For Re-elect Adrian Li as Director 13


For For Re-elect Andy Myers as Director 14


For For Re-elect Diana Brightmore-Armour as Director 15


For For Re-elect Justin Tibaldi as Director 16


For For Re-elect Paul Vallone as Director 17


For For Re-elect Peter Vernon as Director 18


For For Re-elect Rachel Downey as Director 19




21



Proposal Text

Mgmt Rec

Vote Instruction




23



24




26


27

Against For Amend 2011 Long Term Incentive Plan 28

Voter Rationale: Potential for significant pay outs with a lack of stretch in targets.

Blended Rationale: Potential for significant pay outs with a lack of stretch in targets.

CapitaLand Commercial Trust Meeting Date: 09/06/2019 Country: Singapore

Meeting Type: Special Ticker: C61U

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Acquisition of 94.9 Percent Shares in Target Companies

For For


China Water Affairs Group Limited Meeting Date: 09/06/2019 Country: Bermuda



China Water Affairs Group Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Ding Bin as Director 3.1

For For Elect Zhao Hai Hu as Director 3.2

For For Elect Ong King Keung as Director 3.3

For For Elect Siu Chi Ming as Director 3.4


3.5

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

4


5

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

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



Voter Rationale: The discount limit is not disclosed

Blended Rationale: The discount limit is not disclosed

Greene King Plc Meeting Date: 09/06/2019 Country: United Kingdom

Meeting Type: Annual Ticker: GNK

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Voter Rationale: Significant severance payment to outgoing executive.

Blended Rationale: Significant severance payment to outgoing executive.



Greene King Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Mike Coupe as Director 4


For For Re-elect Gordon Fryett as Director 5


For For Re-elect Rob Rowley as Director 6


For For Re-elect Richard Smothers as Director 7


For For Re-elect Lynne Weedall as Director 8


For For Re-elect Philip Yea as Director 9


For For Elect Nick Mackenzie as Director 10


For For Elect Sandra Turner as Director 11


For For Reappoint Ernst & Young LLP as Auditors 12





15




17

MOIL Limited Meeting Date: 09/06/2019 Country: India



MOIL Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Declare Final Dividend and Confirm Interim Dividend

2

Against For Reelect T. K. Pattnaik as Director 3

Voter Rationale: Executive member of the audit committee

Blended Rationale: Executive member of the audit committee

For For Reelect Srinivas Tatipamala as Director 4

Blended Rationale: A vote AGAINST the following nominees is warranted because: * Tanmaya Kumar Pattnaik is an executive director serving on the audit committee; and * The board is chaired by an executive director and the board is not at least one-half independent and Tanmaya Kumar Pattnaik (Item 3) and Srinivas Tatipamala (Item 4) are non-independent director nominees. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.

For For Authorize Board to Fix Remuneration of Statutory Auditors

5

For For Approve Appointment and Remuneration of Cost Auditors

6

For For Approve Continuation of G. Latha Krishna Rao as Independent Director

7


For For Approve Continuation of Reappointment of Sangita Gairola as Independent Director

8


MySale Group Plc Meeting Date: 09/06/2019 Country: Jersey

Meeting Type: Special Ticker: MYSL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorise Issue of Placing Shares For For


MySale Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Blended Rationale: A vote FOR this transaction is warranted, but it is not without concern for shareholders because: * The issuance of new shares under the Capital Raising is significantly dilutive to non-participating shareholders; * The Issue Price represents a significant discount to the Company's market price prior to the announcement; and * The transaction involves the participation of certain shareholders and Directors. The main reasons for support are: * The rationale and use of proceeds of the Capital Raising has been clearly explained; * The Capital Raising is structured with an open offer element, where qualifying shareholders may subscribe for new ordinary shares; and * If the Company is not successful in obtaining approval of the Capital Raising, the Directors expect that the Directors may be required to place members of the Group into administration and/or sell its business or assets.

For For Authorise Issue of Open Offer Shares 2

Blended Rationale: A vote FOR this transaction is warranted, but it is not without concern for shareholders because: * The issuance of new shares under the Capital Raising is significantly dilutive to non-participating shareholders; * The Issue Price represents a significant discount to the Company's market price prior to the announcement; and * The transaction involves the participation of certain shareholders and Directors. The main reasons for support are: * The rationale and use of proceeds of the Capital Raising has been clearly explained; * The Capital Raising is structured with an open offer element, where qualifying shareholders may subscribe for new ordinary shares; and * If the Company is not successful in obtaining approval of the Capital Raising, the Directors expect that the Directors may be required to place members of the Group into administration and/or sell its business or assets.

NCC Limited Meeting Date: 09/06/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Approve Dividend 2

For For Reelect A V N Raju as Director 3

Blended Rationale: A vote AGAINST the following nominees is warranted because: * Utpal Hemendra Sheth (Item 4) has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.

Against For Reelect Utpal Sheth as Director 4

Voter Rationale: Poor attendance for 2 consecutive years

Blended Rationale: Poor attendance for 2 consecutive years

For For Reelect Hemant M Nerurkar as Director 5


For For Reelect Renu Challu as Director 6



NCC Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Reappointment and Remuneration of A S N Raju as Whole Time Director

7

For For Approve Payment of Commission to Non-Executive Directors

8

For For Approve Remuneration of Cost Auditors 9

Powszechny Zaklad Ubezpieczen SA Meeting Date: 09/06/2019 Country: Poland

Meeting Type: Special Ticker: PZU

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Elect Meeting Chairman For For

Blended Rationale: Votes FOR Items 2 and 4 are warranted because these are routine meeting formalities.Items 1 and 3 are non-voting.

For For Approve Agenda of Meeting 4


Against For Amend Statute 5

Voter Rationale: Removal of shareholder rights

Blended Rationale: Removal of shareholder rights


Voter Rationale: Removal of shareholder rights

Blended Rationale: Removal of shareholder rights

For For Amend Statute 7

Blended Rationale: Votes FOR these resolutions is warranted because the proposed amendments are either positive or neutral in terms of their impact on shareholder rights.

For For Amend Statute Re: Sale of Fixed Assets 8


For For Amend Statute Re: Management Board 9



Severstal PAO Meeting Date: 09/06/2019 Country: Russia

Meeting Type: Special Ticker: CHMF

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Interim Dividends of RUB 26.72 per Share for First Six Months of Fiscal 2019

For For

Prakash Industries Limited Meeting Date: 09/07/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Waiver of Recovery of Managerial Remuneration to Ved Prakash Agarwal as Chairman

For Against

Voter Rationale: Lack of sufficient justification for the proposed waiver of recovery of excess remuneration paid to the executive directors.

Blended Rationale: Lack of sufficient justification for the proposed waiver of recovery of excess remuneration paid to the executive directors.

Against For Approve Waiver of Recovery of Managerial Remuneration to Vikram Agarwal as Managing Director

2

Voter Rationale: Lack of sufficient justification for the proposed waiver of recovery of excess remuneration paid to the executive directors.

Blended Rationale: Lack of sufficient justification for the proposed waiver of recovery of excess remuneration paid to the executive directors.

For For Approve Waiver of Recovery of Managerial Remuneration to Mangi Lal Pareek as Whole-Time Director Designated as Director (Project) and Chief Executive Officer (CEO)

3

Blended Rationale: A vote AGAINST the waiver of the recovery of excess remuneration paid to Ved Prakash Agarwal (Item 1) and Vikram Agarwal (Item 2) is warranted given the lack of sufficient justification for the proposed waiver of recovery of excess remuneration paid to the executive directors. A vote FOR the waiver of the recovery of excess remuneration paid to Mangi Lal Pareek (Item 3) and Pancham Lal Gupta (Item 4) is warranted given the improved financial performance of the company for the financial year 2016-17 and 2017-18, and the actual remuneration paid to these executives is not deemed to be substantial.


Prakash Industries Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Waiver of Recovery of Managerial Remuneration to Pancham Lal Gupta as Whole-Time Director Designated as Director (Finance) and Chief Financial Officer (CFO)

4

Blended Rationale: A vote AGAINST the waiver of the recovery of excess remuneration paid to Ved Prakash Agarwal (Item 1) and Vikram Agarwal (Item 2) is warranted given the lack of sufficient justification for the proposed waiver of recovery of excess remuneration paid to the executive directors. A vote FOR the waiver of the recovery of excess remuneration paid to Mangi Lal Pareek (Item 3) and Pancham Lal Gupta (Item 4) is warranted given the improved financial performance of the company for the financial year 2016-17 and 2017-18, and the actual remuneration paid to these executives is not deemed to be substantial.

Against For Reelect Yoginder Nath Chugh as Director 5

Voter Rationale: Member of the audit committee and there are significant concerns regarding the company's financial statements raised by the company's statutory auditor

Blended Rationale: Member of the audit committee and there are significant concerns regarding the company's financial statements raised by the company's statutory auditor

Against For Reelect Mamraj Agarwal as Director 6



Against For Reelect Purnima Gupta as Director 7



For For Elect Satish Chander Gosain as Director 8

Blended Rationale: A vote AGAINST the following nominees is warranted because: * Mamraj Agarwal (Item 6), Yoginder Nath Chugh (Item 5) and Purnima Gupta (Item 7) serve on the audit committee and there are significant concerns regarding the company's financial statements. A vote FOR Satish Chander Gosain (Item 8) is warranted given the absence of any known issues concerning the nominee.

For For Approve Reappointment and Remuneration of Kanha Agarwal as Joint Managing Director

9

ENGIE Brasil Energia SA Meeting Date: 09/09/2019 Country: Brazil

Meeting Type: Special Ticker: EGIE3

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Gustavo Henrique Labanca Novo as Director and Raquel da Fonseca Cantarino as Alternate

For Against


ENGIE Brasil Energia SA Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Voter Rationale: Lack of independence on the board.

Blended Rationale: Lack of independence on the board.

GCL-Poly Energy Holdings Limited Meeting Date: 09/09/2019 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Share Purchase Agreement and Related Transactions

For For

Blended Rationale: Referred to Schroders for consideration.

Mahanagar Gas Limited Meeting Date: 09/09/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Confirm Interim Dividend and Declare Final Dividend

2

For For Approve that the Vacancy on the Board Not be Filled from the Retirement of Satish Gavai

3


For For Approve Material Related Party Transactions 5

For For Elect Ashutosh Karnatak as Director 6

Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.

For For Elect Deepak Sawant as Director 7



Mahanagar Gas Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Appointment and Remuneration of Deepak Sawant as Whole-Time Director Designated as Deputy Managing Director

8

For For Elect Trivikram Arun Ramanathan as Director 9


Majedie Asset Mgmt. (intl.) Invt. Fund Co. Plc - Tortoise Fd. Meeting Date: 09/09/2019 Country: Ireland

Meeting Type: Special Ticker: MMBNY9.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Change of the Performance Fee Calculation Methodology for the Class G Shares of the Fund; Approve Decrease in the Annual Management Charge

For For

Majedie Asset Mgmt. (intl.) Invt. Fund Co. Plc - Tortoise Fd. Meeting Date: 09/09/2019 Country: Ireland

Meeting Type: Special Ticker: MMBNY9.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Change to the Performance Fee Calculation Methodology for the Class Z Sterling Shares of the Fund; Approve Decrease in the Annual Management Charge

For For

PI Industries Limited Meeting Date: 09/09/2019 Country: India



PI Industries Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


2

Against For Reelect Rajnish Sarna as Director 3

Voter Rationale: Executive member of the audit committee which is not good practice

Blended Rationale: Executive member of the audit committee which is not good practice

For For Approve Elevation of Position and Remuneration of Mayank Singhal from Managing Director & CEO to Vice Chairman & Managing Director

4

Blended Rationale: A vote AGAINST Item 6 is warranted as the company has failed to specify the rate of commission Raman Ramachandran is entitled to as part of his remuneration.A vote FOR Item 4 is warranted despite the failure to specify the rate of commission Mayank Singhal is entitled to as part of his remuneration as he holds a more senior role in the company among the executive directors, and removing him from the management may have a material negative impact on shareholder value.

For For Elect Raman Ramachandran as Director 5

Blended Rationale: A vote AGAINST the following nominees is warranted because: * Rajnish Sarna (Item 3) is an executive director serving on the audit committee. * Pravin Kanubhai Laheri (Item 8) has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation. A vote FOR Raman Ramachandran (Item 5) is warranted given the absence of any known issues concerning the nominee.

Against For Approve Appointment and Remuneration of Raman Ramachandran as Managing Director & CEO

6

Voter Rationale: Commission rate not disclosed

Blended Rationale: Commission rate not disclosed


7

For For Approve Pravin K. Laheri to Continue Office as Non-Executive Independent Director

8

Blended Rationale: A vote AGAINST the following nominees is warranted because: * Rajnish Sarna (Item 3) is an executive director serving on the audit committee. * Pravin Kanubhai Laheri (Item 8) has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation. A vote FOR Raman Ramachandran (Item 5) is warranted given the absence of any known issues concerning the nominee.


Against For Adopt New Articles of Association 10

Voter Rationale: Lack of disclosure on proposed changes

Blended Rationale: Lack of disclosure on proposed changes

For For Amend Capital Clause of the Memorandum of Association

11

For For Amend Object Clause of Memorandum of Association

12


Ashtead Group Plc Meeting Date: 09/10/2019 Country: United Kingdom

Meeting Type: Annual Ticker: AHT

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For





For For Re-elect Paul Walker as Director 5


For For Re-elect Brendan Horgan as Director 6


For For Re-elect Michael Pratt as Director 7


For For Elect Angus Cockburn as Director 8


For For Re-elect Lucinda Riches as Director 9


For For Re-elect Tanya Fratto as Director 10


For For Elect Lindsley Ruth as Director 11







15



Ashtead Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


16




18

Folli Follie SA Meeting Date: 09/10/2019 Country: Greece

Meeting Type: Annual Ticker: FFGRP

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept 2017 Financial Statements and Statutory Reports

For Against

Voter Rationale: Adverse opinion issued by auditor due to concerns around the way the accounts were presented.

Blended Rationale: Adverse opinion issued by auditor due to concerns around the way the accounts were presented.

Against Against Approve Discharge of Board for FY2017 2

Voter Rationale: Lack of oversight by board in relation to the fraudulent activities that occurred in 2017.

Blended Rationale: Lack of oversight by board in relation to the fraudulent activities that occurred in 2017.

Against For Approve Discharge of Board and Auditors in Relation to Drafting and Special Audit of Restated 2017 Financial Statements

3

Voter Rationale: The restated 2017 financial accounts do not provide a fair view of the company's financial situation.

Blended Rationale: The restated 2017 financial accounts do not provide a fair view of the company's financial situation.

Against For Approve Auditors and Fix Their Remuneration for 2018

4

Voter Rationale: The name and fees of the auditor have not been disclosed.

Blended Rationale: The name and fees of the auditor have not been disclosed.

For For Approve Director Remuneration for 2017 and Pre-approve Director Remuneration for 2018

5

Against For Elect Directors (Bundled) 6

Voter Rationale: Term length of board members exceeds 4 years.

Blended Rationale: Term length of board members exceeds 4 years.

For For Elect Members of Audit Committee 7


Folli Follie SA Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Approve Guarantees to Subsidiaries 8

Voter Rationale: Violations occurred with current loans.

Blended Rationale: Violations occurred with current loans.

For For Amend Article 9: Board-Related 9

Against For Other Business 10

Voter Rationale: Other business not disclosed.

Blended Rationale: Other business not disclosed.

Folli Follie SA Meeting Date: 09/10/2019 Country: Greece

Meeting Type: Annual Ticker: FFGRP

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept 2018 Financial Statements and Statutory Reports

For For

Blended Rationale: Votes FOR the postponement of the discussion and decision on Items 1, 2, and 4 are warranted.This postponement is reasonable considering that the restated financial statements of FY2017 have yet to be approved, and the drafting of the financial statements of FY2018 has not started.

For For Approve Discharge of Board and Auditors for 2018

2


Against For Approve Auditors and Fix Their Remuneration for 2019

3

Voter Rationale: Name of auditor has not been disclosed.

Blended Rationale: Name of auditor has not been disclosed.

For For Approve Director Remuneration for 2018 4


Against For Other Business 5




Hartalega Holdings Berhad Meeting Date: 09/10/2019 Country: Malaysia


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Final Dividend For For

For For Approve Directors' Fees and Benefits for the Financial Year Ended March 31, 2019

2

Blended Rationale: A vote FOR these resolutions is warranted.

For For Approve Directors' Fees and Benefits for the Financial Year Ending March 31, 2020

3

Blended Rationale: A vote FOR these resolutions is warranted.

For For Elect Kuan Kam Hon @ Kwan Kam Onn as Director

4

Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees.

For For Elect Danaraj A/L Nadarajah as Director 5


For For Elect Tan Guan Cheong as Director 6


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

7

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

8

For For Authorize Share Repurchase Program 9

For For Adopt New Constitution 10

Hefei Meiya Optoelectronic Technology Inc. Meeting Date: 09/10/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Investment in Financial Products For For

Blended Rationale: A vote AGAINST is warranted because the proposed investment could expose the company to unnecessary risks.


Oxford Instruments Plc Meeting Date: 09/10/2019 Country: United Kingdom

Meeting Type: Annual Ticker: OXIG

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Neil Carson as Director 3

Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.

For For Re-elect Ian Barkshire as Director 4


For For Re-elect Gavin Hill as Director 5


For For Re-elect Stephen Blair as Director 6


For For Re-elect Mary Waldner as Director 7


For For Re-elect Thomas Geitner as Director 8


For For Re-elect Richard Friend as Director 9








14



15



Oxford Instruments Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



17

For For Adopt New Articles of Association 18

PlayAGS, Inc. Meeting Date: 09/10/2019 Country: USA

Meeting Type: Annual Ticker: AGS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Director Adam Chibib For For


2

For For Ratify PricewaterhouseCoopers LLP as Auditors 3

Compagnie Financiere Richemont SA Meeting Date: 09/11/2019 Country: Switzerland

Meeting Type: Annual Ticker: CFR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Approve Allocation of Income and Dividends of CHF 2.00 per Registered A Share and CHF 0.20 per Registered B Share

2

For For Approve Discharge of Board and Senior Management

3

For For Reelect Johann Rupert as Director and Board Chairman

4.1

Blended Rationale: Votes AGAINST the non-independent nominees Johann Rupert, Josua Malherbe, Nikesh Arora, Nicolas Bos, Jean-Blaise Eckert, Burkhart Grund, Sophie Guieysse, Ruggero Magnoni, Alan Quasha, Anton Rupert, Jan Rupert, Gary Saage, and Cyrille Vigneron are warranted because of the failure to establish a sufficiently independent board.Audit committee chairman: A vote AGAINST Josua Malherbe is further warranted because he is non-independent and is currently the chairman of the audit committee.Overboarding: A vote AGAINST Johann Rupert is also warranted because he holds an excessive number of mandates at listed companies.


Compagnie Financiere Richemont SA Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Reelect Josua Malherbe as Director 4.2

Voter Rationale: Lack of independence on the board as we all as being the non independent Chair of the Audit committee.

Blended Rationale: Lack of independence on the board as we all as being the non independent Chair of the Audit committee.

Against For Reelect Nikesh Arora as Director 4.3

Voter Rationale: Lack of independence on the board

Blended Rationale: Lack of independence on the board

Against For Reelect Nicolas Bos as Director 4.4



For For Reelect Clay Brendish as Director 4.5

Blended Rationale: Board of directors elections (Items 4.1-4.20)Votes AGAINST the non-independent nominees Johann Rupert, Josua Malherbe, Nikesh Arora, Nicolas Bos, Jean-Blaise Eckert, Burkhart Grund, Sophie Guieysse, Ruggero Magnoni, Alan Quasha, Anton Rupert, Jan Rupert, Gary Saage, and Cyrille Vigneron are warranted because of the failure to establish a sufficiently independent board.Audit committee chairman: A vote AGAINST Josua Malherbe is further warranted because he is non-independent and is currently the chairman of the audit committee.Overboarding: A vote AGAINST Johann Rupert is also warranted because he holds an excessive number of mandates at listed companies.Votes FOR the independent nominees Clayton Brendish, Keyu Jin, Jeff Moss, Vesna Nevistic, Guillaume Pictet, and Maria Ramos, as well as Jerome Lambert (current CEO) are warranted.Compensation Committee elections (Items 5.1-5.4)Votes FOR the independent nominees Clayton Brendish, Keyu Jin, Guillaume Pictet, and Maria Ramos are warranted.

Against For Reelect Jean-Blaise Eckert as Director 4.6



Against For Reelect Burkhart Grund as Director 4.7



Against For Reelect Sophie Guieysse as Director 4.8



For For Reelect Keyu Jin as Director 4.9




Proposal Text

Mgmt Rec

Vote Instruction

Against For Reelect Jerome Lambert as Director 4.10

Voter Rationale: Jerome Lambert is the acting CEO of Richemont. To ensure board independence, executives should not hold positions in the Board.

Blended Rationale: Jerome Lambert is the acting CEO of Richemont. To ensure board independence, executives should not hold positions in the Board.

Against For Reelect Ruggero Magnoni as Director 4.11



For For Reelect Jeff Moss as Director 4.12


For For Reelect Vesna Nevistic as Director 4.13


For For Reelect Guillaume Pictet as Director 4.14


Against For Reelect Alan Quasha as Director 4.15





Proposal Text

Mgmt Rec

Vote Instruction

For For Reelect Maria Ramos as Director 4.16


Against For Reelect Anton Rupert as Director 4.17



Against For Reelect Jan Rupert as Director 4.18



Against For Reelect Gary Saage as Director 4.19



Against For Reelect Cyrille Vigneron as Director 4.20



Against For Reappoint Clay Brendish as Member of the Compensation Committee

5.1

Voter Rationale: Failure to take into consideration long standing criticism of remuneration system

Blended Rationale: Failure to take into consideration long standing criticism of remuneration system

Against For Reppoint Keyu Jin as Member of the Compensation Committee

5.2



Against For Reappoint Guillaume Pictet as Member of the Compensation Committee

5.3



Against For Reappoint Maria Ramos as Member of the Compensation Committee

5.4



For For Ratify PricewaterhouseCoopers as Auditors 6



Proposal Text

Mgmt Rec

Vote Instruction

For For Designate Etude Gampert & Demierre as Independent Proxy

7

Against For Approve Remuneration of Directors in the Amount of CHF 9.2 Million

8.1

Voter Rationale: Excessive remuneration; failed to provide a compelling rationale for a 4% increase in max amount / 21% potential increase in remuneration compared to 18/19

Blended Rationale: Excessive remuneration; failed to provide a compelling rationale for a 4% increase in max amount / 21% potential increase in remuneration compared to 18/19

Against For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 15.8 Million

8.2

Voter Rationale: Excessive remuneration

Blended Rationale: Excessive remuneration

Against For Approve Variable Remuneration of Executive Committee in the Amount of CHF 19.1 Million

8.3

Voter Rationale: The long term incentive instruments are not optimal.

Blended Rationale: The long term incentive instruments are not optimal.

Against For Transact Other Business (Voting) 9



Compagnie Financiere Richemont SA Meeting Date: 09/11/2019 Country: Switzerland

Meeting Type: Annual Ticker: CFR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Consort Medical Plc Meeting Date: 09/11/2019 Country: United Kingdom

Meeting Type: Annual Ticker: CSRT


Consort Medical Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Elect Chris Brinsmead as Director 4

Blended Rationale: Items 4-6, 8-9, and 11 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 7: Re-elect William Jenkins as a director A vote FOR this candidate is warranted, although it is not without concern for shareholders: * A potential independence issue has been identified and he is currently the Chair of the Remuneration Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size. The main reason for support is: * Nomination Committee has stated that it has commenced a process to seek a successor for William Jenkins as SID and Chair of the Remuneration Committee. Item 10: Re-elect Charlotta Ginman as a director A vote FOR this candidate is warranted, although it is not without concern for shareholders: * In addition to her role as NED, Charlotta Ginman serves as a NED at five other publicly-listed companies, raising concerns on her ability to devote time to her role at the Company. The main reasons for support are: * Some of her external commitments are at smaller companies and investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. Her external commitments will be kept under review.

For For Re-elect Jonathan Glenn as Director 5


For For Re-elect Paul Hayes as Director 6



Consort Medical Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Dr William Jenkins as Director 7


For For Re-elect Stephen Crummett as Director 8


For For Re-elect Ian Nicholson as Director 9


For For Re-elect Charlotta Ginman as Director 10



Consort Medical Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Dr Andrew Hosty as Director 11




13




15



16




18

IG Design Group Plc Meeting Date: 09/11/2019 Country: United Kingdom

Meeting Type: Annual Ticker: IGR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Re-elect Anders Hedlund as Director 2

Blended Rationale: A vote FOR the re-election of Anders Hedlund and Mark Tentori is warranted because no significant concerns have been identified.


IG Design Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Mark Tentori as Director 3

Blended Rationale: A vote FOR the re-election of Anders Hedlund and Mark Tentori is warranted because no significant concerns have been identified.


For For Appoint PricewaterhouseCoopers LLP as Auditors

5





8



Jiangsu Hengli Hydraulic Co., Ltd. Meeting Date: 09/11/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Wang Liping as Non-Independent Director For For


For For Elect Qiu Yongning as Non-Independent Director

1.2


For For Elect Xu Jin as Non-Independent Director 1.3


For For Elect Hu Guoxiang as Non-Independent Director 1.4


For For Elect Xu Bing as Independent Director 2.1



Jiangsu Hengli Hydraulic Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Yu Xuehua as Independent Director 2.2


For For Elect Chen Bai as Independent Director 2.3


For For Elect Pan Jingbo as Supervisor 3.1


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Wang Liping as Non-Independent Director 1.1

Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board dynamics.

For For Elect Qiu Yongning as Non-Independent Director

1.2


For For Elect Xu Jin as Non-Independent Director 1.3


For For Elect Hu Guoxiang as Non-Independent Director 1.4


For For Elect Xu Bing as Independent Director 2.1


For For Elect Yu Xuehua as Independent Director 2.2


For For Elect Chen Bai as Independent Director 2.3


For For Elect Pan Jingbo as Supervisor 3.1


PC Jeweller Limited Meeting Date: 09/11/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Reelect Manohar Lal Singla as Director For For


For For Reelect Krishan Kumar Khurana as Director 2


For For Reelect Miyar Ramanath Nayak as Director 3


Sports Direct International Plc Meeting Date: 09/11/2019 Country: United Kingdom

Meeting Type: Annual Ticker: SPD

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Re-elect David Daly as Director 3

Blended Rationale: Item 4: Re-elect Mike Ashley A vote AGAINST the re-election of Mike Ashley is considered warranted: * As the central figure of Sports Direct, Mike Ashley is interlinked with the operational management and risk management of the Company. Events over recent years indicate material failures of governance and risk oversight, many of which remain unresolved. Items 3, 5-8: Elect/ Re-elect Directors A vote FOR these Directors is warranted as no significant concerns have been identified.

For For Re-elect Mike Ashley as Director 4


Against For Re-elect David Brayshaw as Director 5

Voter Rationale: Serious audit failures.

Blended Rationale: Serious audit failures.


Sports Direct International Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Elect Richard Bottomley as Director 6



For For Elect Cally Price as Director 7


Against For Elect Nicola Frampton as Director 8



Abstain For Reappoint Grant Thornton UK LLP as Auditors 9

Voter Rationale: Auditor is resigning at AGM

Blended Rationale: Auditor is resigning at AGM




For For Authorise Issue of Equity in Connection with a Rights Issue

12



13



14




16


17


Staffline Group Plc Meeting Date: 09/11/2019 Country: United Kingdom

Meeting Type: Annual Ticker: STAF

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Re-elect Edward Barker as Director 3

Blended Rationale: A vote FOR the re-election/election of Edward Barker, John Crabtree, Tracy Lewis, Christopher Pullen, Dawn Ward and Michael Watts is warranted because no significant concerns have been identified.

For For Re-elect John Crabtree as Director 4


For For Re-elect Tracy Lewis as Director 5


For For Re-elect Christopher Pullen as Director 6


For For Elect Dawn Ward as Director 7


For For Re-elect Michael Watts as Director 8





10



11





Superdry Plc Meeting Date: 09/11/2019 Country: United Kingdom

Meeting Type: Annual Ticker: SDRY

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Re-elect Julian Dunkerton as Director 4

Blended Rationale: Item 5 A vote FOR the re-election of Peter William is warranted: * Aside from being Board Chair of Superdry plc, Peter Williams is also Board Chair of two other listed companies. Overall, these outside directorships at other listed companies represent a significant number of total commitments. The main reasons for support are: * During the year, there was significant Board restructuring and volatility at the Company. Therefore, given the circumstances, shareholder support for his re-election to the Board is warranted at this time. Items 4 and 6-10 A vote FOR these Directors is warranted as no significant concerns have been identified.

For For Re-elect Peter Williams as Director 5


For For Elect Nick Gresham as Director 6


For For Elect Alastair Miller as Director 7


For For Elect Helen Weir as Director 8



Superdry Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Faisal Galaria as Director 9


For For Elect Georgina Harvey as Director 10





13




15



16




18

H&R Block, Inc. Meeting Date: 09/12/2019 Country: USA

Meeting Type: Annual Ticker: HRB


H&R Block, Inc.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Angela N. Archon For For

For For Elect Director Paul J. Brown 1b

For For Elect Director Robert A. Gerard 1c

For For Elect Director Richard A. Johnson 1d

For For Elect Director Jeffrey J. Jones, II 1e

For For Elect Director David Baker Lewis 1f

For For Elect Director Victoria J. Reich 1g

For For Elect Director Bruce C. Rohde 1h

For For Elect Director Matthew E. Winter 1i

For For Elect Director Christianna Wood 1j

For For Ratify Deloitte & Touche LLP as Auditors 2


3

Inter Parfums, Inc. Meeting Date: 09/12/2019 Country: USA

Meeting Type: Annual Ticker: IPAR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jean Madar For For

For For Elect Director Philippe Benacin 1.2

For For Elect Director Russell Greenberg 1.3

For For Elect Director Philippe Santi 1.4

For For Elect Director Francois Heilbronn 1.5

For For Elect Director Robert Bensoussan 1.6

For For Elect Director Patrick Choel 1.7

For For Elect Director Michel Dyens 1.8

For For Elect Director Veronique Gabai-Pinsky 1.9

For For Elect Director Gilbert Harrison 1.10


Inter Parfums, Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Advisory Vote to Ratify Named Executive Officers' Compensation

2


Against For Amend Stock Option Plan 3


LyondellBasell Industries N.V. Meeting Date: 09/12/2019 Country: Netherlands

Meeting Type: Special Ticker: LYB

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

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

For For

For For Approve the Cancellation of Shares 2

Miton Global Opportunities PLC Meeting Date: 09/12/2019 Country: United Kingdom

Meeting Type: Annual Ticker: MIGO

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Re-elect Richard Davidson as Director 3

Blended Rationale: A vote FOR the re-election of Richard Davidson, Michael Phillips, Katya Thomson and Hugh van Cutsem is warranted because no significant concerns have been identified.

For For Re-elect Michael Phillips as Director 4


For For Re-elect Ekaterina Thomson as Director 5



Miton Global Opportunities PLC Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Hugh van Cutsem as Director 6



7


8




10




12

NetApp, Inc. Meeting Date: 09/12/2019 Country: USA

Meeting Type: Annual Ticker: NTAP

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director T. Michael Nevens For For

For For Elect Director Gerald Held 1b

For For Elect Director Kathryn M. Hill 1c

For For Elect Director Deborah L. Kerr 1d

For For Elect Director George Kurian 1e

For For Elect Director Scott F. Schenkel 1f

For For Elect Director George T. Shaheen 1g

Against For Amend Omnibus Stock Plan 2

Blended Rationale: The dilution exceeds 10 percent.The minimum vesting period is less than three years.

For For Amend Qualified Employee Stock Purchase Plan 3


NetApp, Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


4


For For Ratify Deloitte & Touche LLP as Auditors 5

The Kraft Heinz Company Meeting Date: 09/12/2019 Country: USA

Meeting Type: Annual Ticker: KHC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Gregory E. Abel For For

For For Elect Director Alexandre Behring 1b

For For Elect Director Joao M. Castro-Neves 1c

For For Elect Director Tracy Britt Cool 1d

For For Elect Director John T. Cahill 1e

For For Elect Director Feroz Dewan 1f

For For Elect Director Jeanne P. Jackson 1g

For For Elect Director Jorge Paulo Lemann 1h

For For Elect Director John C. Pope 1i

For For Elect Director Alexandre Van Damme 1j

For For Elect Director George Zoghbi 1k


2

Blended Rationale: A vote AGAINST this proposal is warranted. CEO and NEO pay increased significantly from the prior year, due to a significant increase in the value of equity awards, with the addition of performance shares. While the CEO's equity grants were forfeited upon his termination, other NEOs also received sizable grants which remain outstanding. The company did not disclose the rationale for the large pay increase and, while investors generally prefer for a majority of long-term incentives to be performance-conditioned, shareholders expect this portion to replace existing pay, not to be additive to overall compensation levels. Further, performance targets were not disclosed for the award, making it difficult for investors to assess the goal rigor of such sizable grants.



The Kraft Heinz Company Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against Against Report on Protein Diversification 4

Voter Rationale: Kraft Heinz is being asked to publish a report on its plans to diversify its protein product line. Whilst we would like to see more disclosure to evaluate how the company is positioning itself in a rapidly evolving market, we will engage separately as the reporting request is deemed prescriptive and it appears to be taking more meaningful steps as part of its new strategic agenda planned for 2020.

Blended Rationale: Kraft Heinz is being asked to publish a report on its plans to diversify its protein product line. Whilst we would like to see more disclosure to evaluate how the company is positioning itself in a rapidly evolving market, we will engage separately as the reporting request is deemed prescriptive and it appears to be taking more meaningful steps as part of its new strategic agenda planned for 2020.

For Against Report on Efforts to Reduce Pesticide Use in the Company's Supply Chain

5

Voter Rationale: Kraft Heinz is being asked to report on actions to reduce synthetic pesticide use. As food manufacturers face growing reputational, legal and regulatory risks over usage, we are supportive of the proposal as the company lags peers in disclosing established mechanisms through which it tracks, reports, or reduces the use of synthetic pesticides in its food supply chain.

Blended Rationale: Kraft Heinz is being asked to report on actions to reduce synthetic pesticide use. As food manufacturers face growing reputational, legal and regulatory risks over usage, we are supportive of the proposal as the company lags peers in disclosing established mechanisms through which it tracks, reports, or reduces the use of synthetic pesticides in its food supply chain.

TURKCELL Iletisim Hizmetleri AS Meeting Date: 09/12/2019 Country: Turkey

Meeting Type: Annual Ticker: TCELL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting and Elect Presiding Council of Meeting

For For

Blended Rationale: These items warrant a vote FOR because they are routine formalities required for the meeting to take place.

For For Authorize Presiding Council to Sign Minutes of Meeting

2

Blended Rationale: These items warrant a vote FOR because they are routine formalities required for the meeting to take place.

For For Accept Board Report 3

Blended Rationale: These items warrant a vote FOR because: * These are routine requests in Turkey; and * There are no specific concerns with the company's accounts or the allocation of income.

For For Accept Audit Report 4


For For Accept Financial Statements 5



TURKCELL Iletisim Hizmetleri AS Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Discharge of Board 6

Against For Approve Upper Limit of Donations for 2019 and Receive Information on Donations Made in 2018

7

Voter Rationale: Upper limit has not been disclosed.

Blended Rationale: Upper limit has not been disclosed.

For For Amend Company Articles 8

Against For Ratify Director Appointments and Elect Directors 9

Voter Rationale: Names of directors for election has not been disclosed.

Blended Rationale: Names of directors for election has not been disclosed.

Against For Approve Director Remuneration 10

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

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

For For Ratify External Auditors 11

For For Approve Allocation of Income 12


For For Grant Permission for Board Members to Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose

13

XPS Pensions Group Plc Meeting Date: 09/12/2019 Country: United Kingdom

Meeting Type: Annual Ticker: XPS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Re-elect Tom Cross Brown as Director 4



XPS Pensions Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Alan Bannatyne as Director 5


For For Re-elect Ben Bramhall as Director 6


For For Re-elect Paul Cuff as Director 7


For For Elect Sarah Ing as Director 8


For For Elect Snehal Shah as Director 9


For For Re-elect Margaret Snowdon as Director 10


For For Reappoint BDO LLP as Auditors 11

For For Authorise the Audit and Risk Committee to Fix Remuneration of Auditors

12




14



15




17

China South City Holdings Limited Meeting Date: 09/13/2019 Country: Hong Kong



China South City Holdings Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Cheng Chung Hing as Director 3a

For For Elect Lin Ching Hua as Director 3b

For For Elect Li Wai Keung as Director 3c

Against For Elect Hui Chiu Chung as Director 3d

Voter Rationale: Overboarded

Blended Rationale: Overboarded

For For Elect Zhao Lidong as Director 3e


3f

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

4


5







Against For Adopt 2019 Share Option Scheme 8

Voter Rationale: Performance criteria not disclosed and directors eligible to receive options under the scheme are involved in the administration of the scheme.

Blended Rationale: Performance criteria not disclosed and directors eligible to receive options under the scheme are involved in the administration of the scheme.

Deckers Outdoor Corporation Meeting Date: 09/13/2019 Country: USA

Meeting Type: Annual Ticker: DECK


Deckers Outdoor Corporation

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director John M. Gibbons For For

For For Elect Director Nelson C. Chan 1.2

For For Elect Director Cynthia (Cindy) L. Davis 1.3

For For Elect Director Michael F. Devine, III 1.4

For For Elect Director Dave Powers 1.5

For For Elect Director James E. Quinn 1.6

For For Elect Director Lauri M. Shanahan 1.7

For For Elect Director Brian A. Spaly 1.8

For For Elect Director Bonita C. Stewart 1.9



3


iShares Edge MSCI Europe Minimum Volatility UCITS ETF Meeting Date: 09/13/2019 Country: Ireland

Meeting Type: Annual Ticker: MVEU

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Ratify Deloitte as Auditors 2


For For Elect Ros O'Shea as Director 4

Blended Rationale: Items 4 to 7 & 9 A vote FOR the election/re-election of Ros O’Shea, Jessica Irschick, Barry O'Dwyer, Paul McGowan and Deirdre Somers is warranted because no significant concerns have been identified. Item 8 A vote AGAINST the re-election of Paul McNaughton is warranted because: * Apart from his role as Non-executive Chair of the Company, he also serves in various roles at other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company.


iShares Edge MSCI Europe Minimum Volatility UCITS ETF Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Jessica Irschick as Director 5


For For Re-elect Barry O'Dwyer as Director 6


For For Re-elect Paul McGowan as Director 7


Against For Re-elect Paul McNaughton as Director 8

Voter Rationale: overboarded with multiple outside commitments.

Blended Rationale: overboarded with multiple outside commitments.

For For Elect Deirdre Somers as Director 9


iShares Edge MSCI World Minimum Volatility UCITS ETF Meeting Date: 09/13/2019 Country: Ireland

Meeting Type: Annual Ticker: MVOL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Ratify Deloitte as Auditors 2



iShares Edge MSCI World Minimum Volatility UCITS ETF Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Ros O'Shea as Director 4


For For Re-elect Jessica Irschick as Director 5


For For Re-elect Barry O'Dwyer as Director 6


For For Re-elect Paul McGowan as Director 7


Against For Re-elect Paul McNaughton as Director 8

Voter Rationale: over boarded with multiple external appointments.

Blended Rationale: over boarded with multiple external appointments.

For For Elect Deirdre Somers as Director 9


NetEase, Inc. Meeting Date: 09/13/2019 Country: Cayman Islands

Meeting Type: Annual Ticker: NTES

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect William Lei Ding as Director For For


NetEase, Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Alice Cheng as Director 1b

Against For Elect Denny Lee as Director 1c

Voter Rationale: Overboarded

Blended Rationale: Overboarded

Against For Elect Joseph Tong as Director 1d

Voter Rationale: Length of tenure compromises independence on key committee

Blended Rationale: Length of tenure compromises independence on key committee

For For Elect Lun Feng as Director 1e

Against For Elect Michael Leung as Director 1f

Voter Rationale: Length of tenure compromises independence on key committee

Blended Rationale: Length of tenure compromises independence on key committee

For For Elect Michael Tong as Director 1g

For For Approve Appointment of PricewaterhouseCoopers Zhong Tian LLP as Auditor

2

Northern Drilling Ltd. Meeting Date: 09/13/2019 Country: Bermuda

Meeting Type: Annual Ticker: NODL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Fix Maximum Number of Directors at Eight For For

Against For Authorize Board to Fill Vacancies 2

Voter Rationale: Would authorize the board to appoint 4 more directors without shareholder approval.

Blended Rationale: Would authorize the board to appoint 4 more directors without shareholder approval.

Abstain For Reelect Gary Casswell as Director 3

Voter Rationale: Independence classification not disclosed. As the company is fairly young we have engaged with our expectations for next year.

Blended Rationale: Independence classification not disclosed. As the company is fairly young we have engaged with our expectations for next year.


Northern Drilling Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Abstain For Reelect Jon Olav Osthus as Director 4



Abstain For Reelect Gunnar Eliassen as Director 5



Abstain For Reelect Keesjam Cordia as Director 6



Abstain For Ratify PricewaterhouseCoopers of Oslo, Norway as Auditors

7

Voter Rationale: Audit fees are not disclosed. As the company is fairly young we have engaged with our expectations for next year.

Blended Rationale: Audit fees are not disclosed. As the company is fairly young we have engaged with our expectations for next year.

For For Approve Remuneration of Directors 8

Blended Rationale: A vote FOR these remuneration proposals is warranted because of a lack of concern regarding the proposed fees, or payment of remuneration in form of company shares on a dollar-for-dollar basis.

For For Authorize Board to Issue Shares as Remuneration to Directors

9

Blended Rationale: A vote FOR these remuneration proposals is warranted because of a lack of concern regarding the proposed fees, or payment of remuneration in form of company shares on a dollar-for-dollar basis.

Tatneft PJSC Meeting Date: 09/13/2019 Country: Russia

Meeting Type: Special Ticker: TATN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Interim Dividends for First Six Months of Fiscal 2019

For For


Cobham Plc Meeting Date: 09/16/2019 Country: United Kingdom

Meeting Type: Court Ticker: COB

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



Cobham Plc Meeting Date: 09/16/2019 Country: United Kingdom

Meeting Type: Special Ticker: COB

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve the Recommended Cash Acquisition of Cobham plc by AI Convoy Bidco Limited; Amend Articles of Association

For For


For For Approve Re-registration of the Company as a Private Limited Company by the Name of Cobham Limited

2

Israel Discount Bank Ltd. Meeting Date: 09/16/2019 Country: Israel

Meeting Type: Annual Ticker: DSCT

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Approve Dividend Distribution For For

For For Reappoint Ziv Haft & Co. and Somekh Chaikin as Joint Auditors and Authorize Board to Fix Their Remuneration

3


Israel Discount Bank Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Tamar Bar-Noy Gotlin as External Director 4.1

Blended Rationale: A vote AGAINST the reelection of Miriam Katz (Item 4.2), who is not classified as an independent director by the board, is warranted as the board does not adhere to the market practice of maintaining a fully independent audit committee. A vote FOR the election of Tamar Bar-Noy Gotlin (Item 4.1) is warranted due to lack of concern regarding her suitability as director.

For For Approve Temporary Compensation Policy for the Directors and Officers of the Company

5

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

A

Voter Rationale: Administrative

Blended Rationale: Administrative

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

B1



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

B2



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

B3



LONGi Green Energy Technology Co., Ltd. Meeting Date: 09/16/2019 Country: China



LONGi Green Energy Technology Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Adjustment of Amount and Repurchase Price of Performance Shares Incentive Plan

For For

Blended Rationale: A vote FOR is warranted because no concerns have been identified.


2


Patterson Companies, Inc. Meeting Date: 09/16/2019 Country: USA

Meeting Type: Annual Ticker: PDCO

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director John D. Buck For For

For For Elect Director Alex N. Blanco 1b

For For Elect Director Jody H. Feragen 1c

For For Elect Director Robert C. Frenzel 1d

For For Elect Director Francis J. Malecha 1e

For For Elect Director Ellen A. Rudnick 1f

For For Elect Director Neil A. Schrimsher 1g

For For Elect Director Mark S. Walchirk 1h

For For Amend Qualified Employee Stock Purchase Plan 2


3


For For Ratify Ernst & Young LLP as Auditors 4

Cohort Plc Meeting Date: 09/17/2019 Country: United Kingdom

Meeting Type: Annual Ticker: CHRT


Cohort Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Edward Lowe as Director 3

Blended Rationale: Item 3 A vote FOR the election of Ed Lowe is warranted because no significant concerns have been identified. Item 4 A vote AGAINST the re-election of Stanley Carter is warranted because: * Potential independence issues have been identified and he currently sits on the Remuneration Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size. Item 5 An ABSTENTION on the re-election of Nick Prest is warranted because: * Potential independence issues have been identified and he currently sits on the Remuneration Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size. In addition, he is the Board Chair who is considered to be ultimately responsible for the Company's corporate governance practices, and the following deviations from best practice have been identified: * The Remuneration Committees does not comprise solely of independent NEDs. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.

For For Re-elect Stanley Carter as Director 4


For For Re-elect Nick Prest as Director 5




7




9



Cohort Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



11

Highbridge Multi-Strategy Fund Ltd. Meeting Date: 09/17/2019 Country: Guernsey

Meeting Type: Special Ticker: HMSF

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve New Investment Policy; Adopt New Articles of Association; Approve Change of Company Name to Highbridge Tactical Credit Fund Limited

For For

Against For Authorise Issue of Equity without Pre-emptive Rights

2

Voter Rationale: Excessive dilution.

Blended Rationale: Excessive dilution.

John Menzies Plc Meeting Date: 09/17/2019 Country: United Kingdom

Meeting Type: Special Ticker: MNZS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Remuneration Policy For For


For For Approve 2019 Long Term Incentive Plan 2

For For Approve 2019 Transformation Incentive Plan 3

For For Authorise Issue of Equity Pursuant to the Repayment and Cancellation of the Preference Shares

4

For For Approve Capital Reduction by Cancelling and Repaying the Issued Preference Shares

5


Powszechna Kasa Oszczednosci Bank Polski SA Meeting Date: 09/17/2019 Country: Poland

Meeting Type: Special Ticker: PKO

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Blended Rationale: Votes FOR Items 2 and 4are warranted because these are routine meeting formalities.Items 1 and 3are non-voting.


Blended Rationale: Votes FOR Items 2 and 4are warranted because these are routine meeting formalities.Items 1 and 3are non-voting.

For None Amend Statute 5

For None Amend March 13, 2017, EGM, Resolution Re: Approve Remuneration Policy for Management Board Members

6

For None Amend March 13, 2017, EGM, Resolution Re: Approve Remuneration Policy for Supervisory Board Members

7

For None Approve Regulations on Supervisory Board 8

Against None Recall Supervisory Board Member 9.1

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

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

Against None Elect Supervisory Board Member 9.2

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

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

China International Travel Service Corp. Ltd. Meeting Date: 09/18/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Chen Guoqiang as Non-Independent Director

For For


For For Elect Xue Jun as Non-Independent Director 1.2



China International Travel Service Corp. Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Chen Guoqiang as Non-Independent Director

1.1

Blended Rationale: A vote FOR both nominees is warranted given the absence of any known issues concerning the nominees and the company's board dynamics.

For For Elect Xue Jun as Non-Independent Director 1.2


Colefax Group Plc Meeting Date: 09/18/2019 Country: United Kingdom

Meeting Type: Annual Ticker: CFX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Blended Rationale: A vote AGAINST this resolution is warranted because of the following ongoing deviations from best practice: * The Board does not comprise at least two independent NEDs; * The Executive Directors continue to sit on the Audit and Remuneration Committees; and * The Board Chair continues to hold the combined office of Chair and CEO, which calls into question whether the Board can adequately oversee and evaluate the performance of senior officers and the Company.




For For Re-elect Wendy Nicholls as Director 5




7



Blended Rationale: A vote AGAINST this resolution is warranted because: * The duration of the authority exceeds the maximum recommended duration of 18 months and the Company has not committed to annual renewal of this authority going forward.


Darden Restaurants, Inc. Meeting Date: 09/18/2019 Country: USA

Meeting Type: Annual Ticker: DRI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Margaret Shan Atkins For For

For For Elect Director James P. Fogarty 1.2

For For Elect Director Cynthia T. Jamison 1.3

For For Elect Director Eugene I. (Gene) Lee, Jr. 1.4

For For Elect Director Nana Mensah 1.5

For For Elect Director William S. Simon 1.6

For For Elect Director Charles M. (Chuck) Sonsteby 1.7

For For Elect Director Timothy J. Wilmott 1.8


2


Games Workshop Group Plc Meeting Date: 09/18/2019 Country: United Kingdom

Meeting Type: Annual Ticker: GAW

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Re-elect Kevin Rountree as Director 2

Blended Rationale: Items 2, 3, 5, 6, and 7 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4 A vote AGAINST this Director is warranted: * In addition to his role as Games Workshop Group, Nick Donaldson is Non-Executive Chair at DP Poland Plc and an Executive Director at The Fulham Shore Plc. This is a considerable number of public boards and may raise questions regarding his ability to devote sufficient time to his role at Games Workshop.

For For Re-elect Rachel Tongue as Director 3



Games Workshop Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Nick Donaldson as Director 4


For For Re-elect Elaine O'Donnell as Director 5


For For Re-elect John Brewis as Director 6


For For Elect Kate Marsh as Director 7



8






12



Goldman Sachs Funds Plc - Gs (gbp) Liquid Reserves Fund Meeting Date: 09/18/2019 Country: Ireland

Meeting Type: Annual Ticker: L8NB0B.F


Goldman Sachs Funds Plc - Gs (gbp) Liquid Reserves Fund

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports and Review the Company's Affairs

For For

For For Ratify PricewaterhouseCoopers as Auditors and Authorise Their Remuneration

2

National Aluminium Company Limited Meeting Date: 09/18/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


2

Against For Reelect V. Balasubramanyam as Director 3

Voter Rationale: Executive member of audit committee which is against best practice

Blended Rationale: Executive member of audit committee which is against best practice

Against For Reelect Sanjib Kumar Roy as Director 4

Voter Rationale: Executive member of audit committee which is against best practice

Blended Rationale: Executive member of audit committee which is against best practice

For For Elect Sridhar Patra as Director 5

Blended Rationale: A vote AGAINST the following nominees is warranted because: * Venkatesan Balasubramanyam (Item 3) and Sanjib Kumar Roy (Item 4) are executive directors serving on the audit committee. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.

For For Reelect Dipankar Mahanta as Director 6


For For Reelect S. Sankararaman as Director 7



National Aluminium Company Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Reelect Pravat Keshari Nayak as Director 8


For For Reelect Damodar Acharya as Director 9


For For Reelect Maheswar Sahu as Director 10



Petrobras Distribuidora SA Meeting Date: 09/18/2019 Country: Brazil

Meeting Type: Special Ticker: BRDT3

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Dismiss Directors and Fiscal Council Member For For

Against None Do You Wish to Adopt Cumulative Voting for the Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?

2

Voter Rationale: We are not supportive of cumulative voting.

Blended Rationale: We are not supportive of cumulative voting.

For For Elect Edy Luiz Kogut as Director 3.1

Blended Rationale: A vote FOR these items is warranted because: * The company has published the candidates' biographical information; and * The proposed board is 100-percent independent.

For For Elect Alexandre Firme Carneiro as Director 3.2


For For Elect Maria Carolina Lacerda as Director 3.3



Petrobras Distribuidora SA Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Carlos Augusto Leone Piani as Director 3.4


For For Elect Claudio Roberto Ely as Director 3.5


For For Elect Leonel Dias de Andrade Neto as Director 3.6


For For Elect Mateus Affonso Bandeira as Director 3.7


For For Elect Pedro Santos Ripper as Director 3.8


For For Elect Ricardo Carvalho Maia as Director 3.9


For None In Case Cumulative Voting Is Adopted, Do You Wish to Equally Distribute Your Votes Amongst the Nominees below?

4

Blended Rationale: Under these items, the company presents shareholders with the option to request cumulative voting for the election of directors under the terms of Article 141 of the Brazilian Corporate Law, in accordance with the rules of the remote voting card issued by the Brazilian Securities Regulator (CVM), and mandatory for all publicly-traded Brazilian companies.ABSTAIN vote recommendations are warranted for Items 2, 4 and 5.1 to 5.9 in the absence of publicly-available information, disclosed in a timely manner, regarding a cumulative voting request presented by shareholders.

For None Percentage of Votes to Be Assigned - Elect Edy Luiz Kogut as Director

5.1


For None Percentage of Votes to Be Assigned - Elect Alexandre Firme Carneiro as Director

5.2




Proposal Text

Mgmt Rec

Vote Instruction

For None Percentage of Votes to Be Assigned - Elect Maria Carolina Lacerda as Director

5.3


For None Percentage of Votes to Be Assigned - Elect Carlos Augusto Leone Piani as Director

5.4


For None Percentage of Votes to Be Assigned - Elect Claudio Roberto Ely as Director

5.5


For None Percentage of Votes to Be Assigned - Elect Leonel Dias de Andrade Neto as Director

5.6


For None Percentage of Votes to Be Assigned - Elect Mateus Affonso Bandeira as Director

5.7


For None Percentage of Votes to Be Assigned - Elect Pedro Santos Ripper as Director

5.8


For None Percentage of Votes to Be Assigned - Elect Ricardo Carvalho Maia as Director

5.9




Proposal Text

Mgmt Rec

Vote Instruction

Against For Elect Fiscal Council Member 6



For None Elect Edy Luiz Kogut as Board Chairman 7

Blended Rationale: Under these agenda items, the company asks shareholders to select one of the proposed board nominees to serve as the chairman.Although all candidates have been classified by the company as independent and appear to be well-qualified, Edy Luiz Kogut is the only incumbent candidate. As there are no known concerns regarding the performance of the proposed incumbent nominee, who could bring some institutional knowledge to the leadership position, support FOR the candidate Edy Luiz Kogut (Item 7) is warranted.Given that shareholders must elect only one board chairman, ABSTAIN votes are recommended for the remaining candidates competing for the leadership position (Items 8-15).

Abstain None Elect Alexandre Firme Carneiro as Board Chairman

8

Voter Rationale: Supported the election of incumbent director Edy Luiz Kogut as Board Chairman.

Blended Rationale: Supported the election of incumbent director Edy Luiz Kogut as Board Chairman.

Abstain None Elect Maria Carolina Lacerda as Board Chairman 9



Abstain None Elect Carlos Augusto Leone Piani as Board Chairman

10



Abstain None Elect Claudio Roberto Ely as Board Chairman 11



Abstain None Elect Leonel Dias de Andrade Neto as Board Chairman

12



Abstain None Elect Mateus Affonso Bandeira as Board Chairman

13



Abstain None Elect Pedro Santos Ripper as Board Chairman 14





Proposal Text

Mgmt Rec

Vote Instruction

Abstain None Elect Ricardo Carvalho Maia as Board Chairman 15



Against For Amend Remuneration of Company's Management

16



Schroder Real Estate Investment Trust Ltd. Meeting Date: 09/18/2019 Country: Guernsey

Meeting Type: Annual Ticker: SREI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Re-elect Lorraine Baldry as Director 3

Blended Rationale: A vote FOR the re-election of Lorraine Baldry, Stephen Bligh, Alastair Hughes and Graham Basham is warranted because no significant concerns have been identified.

For For Re-elect Stephen Bligh as Director 4


For For Re-elect Alastair Hughes as Director 5


For For Re-elect Graham Basham as Director 6


For For Ratify KPMG Channel Islands Limited as Auditors

7


For For Approve Company's Dividend Policy 9



Schroder Real Estate Investment Trust Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


11

Take-Two Interactive Software, Inc. Meeting Date: 09/18/2019 Country: USA

Meeting Type: Annual Ticker: TTWO

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Strauss Zelnick For For

For For Elect Director Michael Dornemann 1.2

For For Elect Director J Moses 1.3

For For Elect Director Michael Sheresky 1.4

For For Elect Director LaVerne Srinivasan 1.5

For For Elect Director Susan Tolson 1.6

For For Elect Director Paul Viera 1.7

For For Elect Director Roland Hernandez 1.8


2



ZOO Digital Group Plc Meeting Date: 09/18/2019 Country: United Kingdom

Meeting Type: Annual Ticker: ZOO

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Blended Rationale: A vote AGAINST this resolution is warranted because: * The Board does not comprise at least two independent NEDs; * Executive Directors' fixed pay significantly increased during the year with no explanation provided; and * The options granted to the CFO during the year feature a vesting period of less than three years, and are not subject to performance conditions.


ZOO Digital Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Stuart Green as Director 2

Blended Rationale: Item 2 A vote FOR the re-election of Stuart Green is warranted because no significant concerns have been identified. Item 3 An ABSTENTION on the election of Gillian Wilmot is warranted because: * Potential independence issues have been identified and he currently sits on the Audit and Remuneration Committees, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.

For For Elect Gillian Wilmot as Director 3

Blended Rationale: Item 2 A vote FOR the re-election of Stuart Green is warranted because no significant concerns have been identified. Item 3 An ABSTENTION on the election of Gillian Wilmot is warranted because: * Potential independence issues have been identified and he currently sits on the Audit and Remuneration Committees, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.

For For Approve Employee Stock Purchase Plan 4

For For Reappoint Grant Thornton UK LLP as Auditors 5





8


AGL Energy Limited Meeting Date: 09/19/2019 Country: Australia

Meeting Type: Annual Ticker: AGL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Approve Remuneration Report For For

For For Elect Jacqueline Hey as Director 3a

For For Elect Diane Smith-Gander as Director 3b

For For Elect Patricia McKenzie as Director 3c

For For Approve Grant of Performance Rights under the AGL Long Term Incentive Plan to Brett Redman

4


AGL Energy Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For Against Approve the Amendments to the Company's Constitution

5a

Voter Rationale: Not unreasonable and with precedent.

Blended Rationale: Not unreasonable and with precedent.

For Against Approve Transition Planning Disclosure 5b

Voter Rationale: Not unreasonable - particularly given the observable risks to companies operating coal assets.

Blended Rationale: Not unreasonable - particularly given the observable risks to companies operating coal assets.

For Against Approve Public Health Risks of Coal Operations 6

Voter Rationale: Not unreasonable - particularly given the observable risks to companies operating coal assets.

Blended Rationale: Not unreasonable - particularly given the observable risks to companies operating coal assets.

Auto Trader Group Plc Meeting Date: 09/19/2019 Country: United Kingdom

Meeting Type: Annual Ticker: AUTO

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Re-elect Ed Williams as Director 4


For For Re-elect Trevor Mather as Director 5


For For Re-elect Nathan Coe as Director 6


For For Re-elect David Keens as Director 7


For For Re-elect Jill Easterbrook as Director 8



Auto Trader Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Jeni Mundy as Director 9


For For Elect Catherine Faiers as Director 10







14


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

15




17

Diageo Plc Meeting Date: 09/19/2019 Country: United Kingdom

Meeting Type: Annual Ticker: DGE

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For




Diageo Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Debra Crew as Director 4

Blended Rationale: Items 4-7, 9-11 A vote FOR this candidate is warranted as no significant concerns have been identified. Item 8: Re-election of Ho KwonPing A vote FOR this candidate is warranted, although it is not without concern for shareholders: * He holds a significant number of board roles at other publicly-listed companies in addition to his position at Diageo. These significant external time commitments may potentially undermine his ability to serve effectively in his role at Diageo. The main reason for support is: * Two of his other external directorships are based in companies which are a subsidiary and an associate of the third company wherein he holds an external mandate.

For For Re-elect Lord Davies as Director 5


For For Re-elect Javier Ferran as Director 6


For For Re-elect Susan Kilsby as Director 7


For For Re-elect Ho KwonPing as Director 8


For For Re-elect Nicola Mendelsohn as Director 9


For For Re-elect Ivan Menezes as Director 10




Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Kathryn Mikells as Director 11


For For Re-elect Alan Stewart as Director 12



13


14


15



For For Approve Irish Sharesave Scheme 17


18




20


Diageo Plc Meeting Date: 09/19/2019 Country: United Kingdom

Meeting Type: Annual Ticker: DGE

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



Proposal Text

Mgmt Rec

Vote Instruction



For For Elect Debra Crew as Director 4


For For Re-elect Lord Davies as Director 5


For For Re-elect Javier Ferran as Director 6


For For Re-elect Susan Kilsby as Director 7


For For Re-elect Ho KwonPing as Director 8


For For Re-elect Nicola Mendelsohn as Director 9




Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Ivan Menezes as Director 10


For For Re-elect Kathryn Mikells as Director 11


For For Re-elect Alan Stewart as Director 12



13


14


15



For For Approve Irish Sharesave Scheme 17


18




20


ECO Animal Health Group Plc Meeting Date: 09/19/2019 Country: United Kingdom

Meeting Type: Annual Ticker: EAH


ECO Animal Health Group Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Christopher Wilks as Director 3

Blended Rationale: A vote FOR the election of Christopher Wilks and the re-election of Marc Loomes, Andrew Jones and Anthony Rawlinson is warranted because no significant concerns have been identified.

For For Re-elect Marc Loomes as Director 4


For For Re-elect Andrew Jones as Director 5


For For Re-elect Anthony Rawlinson as Director 6


For For Appoint BDO LLP as Auditors and Authorise Their Remuneration

7




9



10


IG Group Holdings Plc Meeting Date: 09/19/2019 Country: United Kingdom

Meeting Type: Annual Ticker: IGG


IG Group Holdings Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Re-elect June Felix as Director 4


For For Re-elect Stephen Hill as Director 5


For For Re-elect Malcolm Le May as Director 6


For For Re-elect Paul Mainwaring as Director 7


For For Re-elect Bridget Messer as Director 8


For For Re-elect Jim Newman as Director 9


For For Re-elect Jon Noble as Director 10


For For Elect Sally-Ann Hibberd as Director 11


For For Elect Jonathan Moulds as Director 12



13


14




16



IG Group Holdings Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


17




19

IRB Brasil Resseguros SA Meeting Date: 09/19/2019 Country: Brazil

Meeting Type: Special Ticker: IRBR3

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Thais Ricarte Peters as Alternate Director For For

Blended Rationale: A vote FOR these items is warranted because: * The company has provided the detailed biographical information of the nominees; and * There are no known problems regarding the board or fiscal council.

For For Elect Otavio Ladeira de Medeiros as Fiscal Council Member

2

Blended Rationale: A vote FOR these items is warranted because: * The company has provided the detailed biographical information of the nominees; and * There are no known problems regarding the board or fiscal council.

For For Approve 3-for-1 Stock Split 3

Blended Rationale: A vote FOR these non-contentious requests is warranted because: * A stock split has neutral-to-positive impact to shareholder value; * The company has presented a sound rationale for the proposed stock split; and * The company has disclosed the full text of the amended article.

For For Amend Article 5 to Reflect Changes in Capital 4

Blended Rationale: A vote FOR these non-contentious requests is warranted because: * A stock split has neutral-to-positive impact to shareholder value; * The company has presented a sound rationale for the proposed stock split; and * The company has disclosed the full text of the amended article.

Jason Furniture (Hangzhou) Co., Ltd. Meeting Date: 09/19/2019 Country: China



Jason Furniture (Hangzhou) Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Amendments to Articles of Association For For


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Mango Excellent Media Co., Ltd. Meeting Date: 09/19/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Cash Dividend Distribution from Capital Reserve

For For




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

3


For For Elect Luo Weixiong as Non-Independent Director

4.1


For For Elect Liu Xin as Non-Independent Director 4.2


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Mango Excellent Media Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Cash Dividend Distribution from Capital Reserve

1


Blended Rationale: A vote FOR is merited because no concerns have been identified.


3

Blended Rationale: A vote FOR is merited because no concerns have been identified.

For For Elect Luo Weixiong as Non-Independent Director

4.1


For For Elect Liu Xin as Non-Independent Director 4.2


NIKE, Inc. Meeting Date: 09/19/2019 Country: USA

Meeting Type: Annual Ticker: NKE

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Alan B. Graf, Jr. For For

For For Elect Director Peter B. Henry 1.2

For For Elect Director Michelle A. Peluso 1.3


2



Pimco Fds. Glb. Invt. Series Plc - Global Bond Fund Meeting Date: 09/19/2019 Country: Ireland

Meeting Type: Annual Ticker: N/A


Pimco Fds. Glb. Invt. Series Plc - Global Bond Fund

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Ratify PricewaterhouseCoopers as Auditors For For


Pimco Fds. Glb. Invt. Series Plc - Global Invest. Grade Credit Meeting Date: 09/19/2019 Country: Ireland

Meeting Type: Annual Ticker: PM9D

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



Pimco Select Funds Plc - Uk Income Bond Fund Meeting Date: 09/19/2019 Country: Ireland

Meeting Type: Annual Ticker: GVHNGM.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



Rainbow Department Store Co., Ltd. Meeting Date: 09/19/2019 Country: China



Rainbow Department Store Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Gao Shulin as Non-independent Director For For


For For Elect Huang Junkang as Non-independent Director

1.2


For For Elect Zhang Xuhua as Non-independent Director 1.3


For For Elect Wang Mingchuan as Non-independent Director

1.4


For For Elect Li Shijia as Non-independent Director 1.5


For For Elect Xiao Zhanglin as Non-independent Director 1.6


For For Elect Chen Shaohua as Independent Director 2.1


For For Elect Liang Guangcai as Independent Director 2.2


For For Elect Fu Xilin as Independent Director 2.3


For For Approve to Appoint External and Internal Control Auditor

3


For For Approve Provision of Counter Guarantee 4


For For Elect Wang Baoying as Supervisor 5.1


For For Elect Luo Wenjun as Supervisor 5.2



Rainbow Department Store Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Gao Shulin as Non-independent Director 1.1


For For Elect Huang Junkang as Non-independent Director

1.2


For For Elect Zhang Xuhua as Non-independent Director 1.3


For For Elect Wang Mingchuan as Non-independent Director

1.4


For For Elect Li Shijia as Non-independent Director 1.5


For For Elect Xiao Zhanglin as Non-independent Director 1.6


For For Elect Chen Shaohua as Independent Director 2.1


For For Elect Liang Guangcai as Independent Director 2.2


For For Elect Fu Xilin as Independent Director 2.3


For For Approve to Appoint External and Internal Control Auditor

3

For For Approve Provision of Counter Guarantee 4

For For Elect Wang Baoying as Supervisor 5.1

Blended Rationale: A vote FOR both nominees is warranted given the absence of any known issues concerning the nominees.

For For Elect Luo Wenjun as Supervisor 5.2



Ryanair Holdings Plc Meeting Date: 09/19/2019 Country: Ireland

Meeting Type: Annual Ticker: RY4C

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Voter Rationale: Poor disclosure and use of options.

Blended Rationale: Poor disclosure and use of options.

Against For Re-elect David Bonderman as Director 3a

Voter Rationale: Lack of board independence.

Blended Rationale: Lack of board independence.

For For Re-elect Roisin Brennan as Director 3b

Blended Rationale: Item 3a A vote AGAINST the re-election of David Bonderman is warranted: * Aside from serving as Board Chair of Ryanair, David Bonderman is also Chair at one other listed company and NED at two other listed companies. Overall, these outside directorships at other listed companies represent a significant number of total commitments. * Further, in line with his role as Chair, he is considered to be ultimately responsible for the Company's corporate governance practices, and the Board and key Committees continue to lack sufficient independent representation. * Additionally, he has been identified as one of the directors who have deep-rooted links with CEO Michael O' Leary. While it is noted that David Bonderman is due to step down in the summer of 2020 and will not seek re-election at the September 2020 AGM, concerns remain with regards to his re-appointment at this AGM. Items 3b, 3d, 3h, 3i and 3l A vote FOR the re-election of Roisin Brennan, Emer Daly, Dick Milliken, Michael O'Brien and Louise Phelan is warranted, although it is not without concerns: * During the year under review, Roisin Brennan, Emer Daly and Michael O'Brien were granted share options. As a result, they are no longer classified as independent NEDs by ISS. As such, their membership on the Board cause non-compliance with the provisions of best practice. * Roisin Brennan and Emer Daly are also members of the Audit Committee, and Dick Miliken is the Chair of the Audit Committee, which should be wholly independent; * Non-independent NED Louise Phelan is a member of the Nomination Committee, which should be majority independent. Additionally, Louise Phelan failed to attend at least 75% of the Board and key Committees she was eligible to attend during the year. The main reasons for support are: * The removal of these directors at this time will be disruptive to the overall composition of the Board; * With regard to Louise Phelan's attendance, there is no evidence of a longer-term attendance issue at this time. Her attendance will be reviewed at the next AGM. Item 3c A vote AGAINST the re-election of Michael Cawley is warranted because: * He serves as Chair of the Nomination Committee and is considered to have deep-rooted links with Group CEO Michael O'Leary, having previously served as Deputy CEO and COO of the Company; and * The composition of the Nomination Committee continues to lack sufficient independent representation. Item 3f A vote AGAINST the re-election of Kyran McLaughlin is warranted because: * Kyran McLaughlin has served concurrently with CEO Michael O'Leary for 18 years and is identified to be one of the directors who have deep-rooted links with the CEO. While it is noted that Kyran McLaughlin is due to step down in the summer of 2020 and will not seek re-election at the September 2020 AGM, concerns remain with regards to his re-appointment at this AGM. * He is a non-independent SID of a board which lacks sufficient independent representation. Item 3g A vote AGAINST the re-election of Howard Millar is warranted because: * Howard Millar is the Chair of the Remuneration Committee and is considered responsible for the Company's remuneration arrangements which are not considered in line with best practice. * Howard Miller is considered to have deep-rooted links with Group CEO Michael O'Leary, having served previously as Director of Finance, Financial Controller, Deputy CEO and CFO. * The composition of the Remuneration Committee continues to lack sufficient independent representation. Items 3e and 3k A vote AGAINST the re-election of Stan McCarthy and Julie O'Neill is warranted: * Both NEDs are members of the Remuneration Committee and are therefore considered equally responsible for the Company's remuneration arrangements which are not considered in line with best practice. Item 3j A vote FOR the re-election of Michael O'Leary is warranted as no significant concerns have been identified.


Ryanair Holdings Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Michael Cawley as Director 3c




Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Emer Daly as Director 3d




Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Stan McCarthy as Director 3e


Against For Re-elect Kyran McLaughlin as Director 3f

Voter Rationale: Lack of board independence.

Blended Rationale: Lack of board independence.

Against For Re-elect Howard Millar as Director 3g

Voter Rationale: Poor remuneration policies.

Blended Rationale: Poor remuneration policies.



Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Dick Milliken as Director 3h




Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Michael O'Brien as Director 3i




Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Michael O'Leary as Director 3j




Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Julie O'Neill as Director 3k




Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Louise Phelan as Director 3l



Against For Authorise Issue of Equity 5

Voter Rationale: Excessive dilution

Blended Rationale: Excessive dilution


6

Blended Rationale: Item 5 A vote AGAINST this resolution is warranted because: * The proposed amount exceeds recommended limits of 33 percent of issued share capital. Item 6 A vote FOR this resolution is warranted because the proposed amount and duration are within recommended limits.

For For Authorise Market Purchase and/or Overseas Market Purchase of Ordinary Shares

7

Against For Approve Long Term Incentive Plan 8

Voter Rationale: Lack of disclosure and lack of pro rated.

Blended Rationale: Lack of disclosure and lack of pro rated.


Vanguard Investment Series Plc - Emerging Markets Stock Index Meeting Date: 09/19/2019 Country: Ireland

Meeting Type: Annual Ticker: A0LHLT

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


2

Vanguard Investment Series Plc - Global Stock Index Fund Meeting Date: 09/19/2019 Country: Ireland

Meeting Type: Annual Ticker: RBCMJC.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


2

Vanguard Investment Series Plc - Japan Stock Index Fund Meeting Date: 09/19/2019 Country: Ireland

Meeting Type: Annual Ticker: A0B7ML

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


2

Vanguard Investment Series Plc - Pac. (ex-japan) Stock Index Meeting Date: 09/19/2019 Country: Ireland

Meeting Type: Annual Ticker: Q22LB4.F


Vanguard Investment Series Plc - Pac. (ex-japan) Stock Index

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


2

Vanguard Investment Series Plc - Uk Government Bond Index Meeting Date: 09/19/2019 Country: Ireland

Meeting Type: Annual Ticker: FYYYCK.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


2

Vanguard Investment Series Plc - Us 500 Stock Index Fund Meeting Date: 09/19/2019 Country: Ireland


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


2

Vanguard Investment Series Plc - Us Government Bond Index Meeting Date: 09/19/2019 Country: Ireland

Meeting Type: Annual Ticker: B5WD4G.F


Vanguard Investment Series Plc - Us Government Bond Index

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


2

Vanguard Investment Series Plc - Us Inv. Grade Credit Index Meeting Date: 09/19/2019 Country: Ireland

Meeting Type: Annual Ticker: Q330JX.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


2

Globaltrans Investment Plc Meeting Date: 09/20/2019 Country: Cyprus

Meeting Type: Special Ticker: GLTR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Vasilis P. Hadjivassiliou as Director and Approve His Remuneration

For For

Jiangsu Yanghe Brewery Joint-Stock Co., Ltd. Meeting Date: 09/20/2019 Country: China



Jiangsu Yanghe Brewery Joint-Stock Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Liontrust Asset Management Plc Meeting Date: 09/20/2019 Country: United Kingdom

Meeting Type: Annual Ticker: LIO

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Approve Dividend Policy 2


For For Re-elect Alastair Barbour as Director 4

Blended Rationale: Item 4 A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * Following the AGM, Alastair Barbour will become the Board Chair of Liontrust. In addition to this role, Alastair holds four external directorships at publicly listed companies. These external mandates may undermine his ability to devote sufficient time to his role as Chair of Liontrust. The main reason for support is: * One of his outside directorships is at a relatively small close-ended investment trust, which is likely to require a relatively less time commitment than an operating company. Items 5-9 A vote FOR these Directors is warranted as no significant concerns have been identified.

For For Re-elect John Ions as Director 5


For For Re-elect Vinay Abrol as Director 6



Liontrust Asset Management Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Mike Bishop as Director 7


For For Re-elect Sophia Tickell as Director 8


For For Re-elect George Yeandle as Director 9



10




For For Authorise the Company to Incur Political Expenditure

13


14



15




17


Multi Commodity Exchange of India Limited Meeting Date: 09/20/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Chengalath Jayaram as Director 3


For For Reelect Padma Raghunathan as Director 4


For For Elect Padala Subbi Reddy as Director 5


For For Approve Appointment and Remuneration of Padala Subbi Reddy as the Managing Director and Chief Executive Officer (MD & CEO)

6

For For Approve Increase in Limit of Foreign Shareholdings

7

NAVER Corp. Meeting Date: 09/20/2019 Country: South Korea


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Spin-Off Agreement For For


Renold Plc Meeting Date: 09/20/2019 Country: United Kingdom

Meeting Type: Annual Ticker: RNO


Renold Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For




For For Elect Tim Cooper as Director 4

Blended Rationale: A vote FOR the election/re-election of Tim Cooper, Robert Purcell, Mark Harper, Ian Griffiths and David Landless is warranted because no significant concerns have been identified.

For For Re-elect Robert Purcell as Director 5


For For Re-elect Mark Harper as Director 6


For For Re-elect Ian Griffiths as Director 7


For For Re-elect David Landless as Director 8



Blended Rationale: An ABSTAIN on this resolution is considered warranted on account of:- The Company's financial reports were revised on discovery of misstatements at the Company's Gears Unit which resulted in net assets at 31 March 2019 being overstated by GBP 2.5 million, and adjusted operating profit in the year to 31 March 2019 being overstated by GBP 1.0 million.- The lead audit partner, Simon Manning, is also the lead audit partner at SIG plc where there is a pending FRC investigation.An ABSTENTION recognises that the Group auditor raised concerns initially regarding internal control processes at the business unit where issues were ultimately identified and investigated.A vote AGAINST this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.





12



Renold Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


13



For For Authorise Political Donations and Expenditure 15

Tianjin Zhonghuan Semiconductor Co., Ltd. Meeting Date: 09/20/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Wang Tai as Non-Independent Director For For

For For Approve Guarantee Provision for Subsidiaries 2

For For Approve Guarantee Provision for Bank Loan Application of Zhonghuan Hong Kong Holdings Co., Ltd.

3

WuXi AppTec Co., Ltd. Meeting Date: 09/20/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Amendments to the Business Scope For For

Against For Approve 2019 A Share Incentive Plan 2

Voter Rationale: Directors eligible to receive awards under the 2019 A Share Incentive Plan are involved in its administration

Blended Rationale: Directors eligible to receive awards under the 2019 A Share Incentive Plan are involved in its administration

Against For Approve Grant of Restricted A Shares to the Connected Participants

3




WuXi AppTec Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Approve List of Grantees Under the Initial Grant of the 2019 A Share Incentive Plan

4



For For Approve 2019 Share Appreciation Scheme 5

Against For Approve Adoption of the Administrative Measures for Appraisal System of the 2019 Share Incentive Schemes

6

Voter Rationale: The proposed administrative measures for the appraisal system and board authority also pertain to the 2019 A share incentive plan

Blended Rationale: The proposed administrative measures for the appraisal system and board authority also pertain to the 2019 A share incentive plan

Against For Authorize Board to Handle Matters Pertaining to the 2019 Share Incentive Schemes

7

Voter Rationale: The proposed administrative measures for the appraisal system and board authority also pertain to the 2019 A share incentive plan

Blended Rationale: The proposed administrative measures for the appraisal system and board authority also pertain to the 2019 A share incentive plan

For For Approve Change of Registered Capital 8




Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve 2019 A Share Incentive Plan For Against

Voter Rationale: Directors eligible to receive awards under the plan are involved in its administration

Blended Rationale: Directors eligible to receive awards under the plan are involved in its administration


2




3





Proposal Text

Mgmt Rec

Vote Instruction


4




5





Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: Directors eligible to receive awards under the 2019 plan are involved in its administration

Blended Rationale: Directors eligible to receive awards under the 2019 plan are involved in its administration


2




3



For For Approve 2019 Share Appreciation Scheme 4


5

Voter Rationale: Proposed administrative measures for appraisal system and board authority also pertain to, among others, the 2019 A Share Incentive Plan.

Blended Rationale: Proposed administrative measures for appraisal system and board authority also pertain to, among others, the 2019 A Share Incentive Plan.



Proposal Text

Mgmt Rec

Vote Instruction


6

Voter Rationale: Proposed administrative measures for appraisal system and board authority also pertain to, among others, the 2019 A Share Incentive Plan.

Blended Rationale: Proposed administrative measures for appraisal system and board authority also pertain to, among others, the 2019 A Share Incentive Plan.

For For Approve Change of Registered Capital 7

For For Approve Amendments to the Business Scope 8




Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction





2




3




4




5




HCL Technologies Limited Meeting Date: 09/21/2019 Country: India

Meeting Type: Court Ticker: 532281

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Scheme of Arrangement and Amalgamation

For For


NIIT Technologies Limited Meeting Date: 09/21/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Reclassify Promoter Shareholding to Public Shareholding

2

For For Elect Kirti Ram Hariharan as Director 3


For For Elect Kenneth Tuck Kuen Cheong as Director 4


For For Elect Hari Gopalakrishnan as Director 5


For For Elect Patrick John Cordes as Director 6


For For Elect Basab Pradhan as Director 7


For For Reelect Ashwani Puri as Director 8



9


Migdal Insurance & Financial Holdings Ltd. Meeting Date: 09/22/2019 Country: Israel

Meeting Type: Special Ticker: MGDL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Shlomo Handel as External Director For For


A




B1




B2




B3



Aptitude Software Group plc Meeting Date: 09/23/2019 Country: United Kingdom

Meeting Type: Special Ticker: APTD

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Adopt New Articles of Association For For


Aptitude Software Group plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Blended Rationale: A vote FOR these resolutions is warranted as no significant concerns have been identified.

For For Approve B Share Scheme and Share Consolidation

2


For For Approve Terms of the Option Agreement 3





5



6


FedEx Corporation Meeting Date: 09/23/2019 Country: USA

Meeting Type: Annual Ticker: FDX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director John A. Edwardson For For

For For Elect Director Marvin R. Ellison 1.2

For For Elect Director Susan Patricia Griffith 1.3

For For Elect Director John C. (Chris) Inglis 1.4

For For Elect Director Kimberly A. Jabal 1.5

For For Elect Director Shirley Ann Jackson 1.6

For For Elect Director R. Brad Martin 1.7

For For Elect Director Joshua Cooper Ramo 1.8

For For Elect Director Susan C. Schwab 1.9

For For Elect Director Frederick W. Smith 1.10


FedEx Corporation Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Director David P. Steiner 1.11

For For Elect Director Paul S. Walsh 1.12


2

Voter Rationale: Pay for performance disconnect; discretionary component of annual incentive program; lack of long term performance conditioned equity and payment to NEOs of tax reimbursements for restricted stock.

Blended Rationale: Pay for performance disconnect; discretionary component of annual incentive program; lack of long term performance conditioned equity and payment to NEOs of tax reimbursements for restricted stock.

For For Approve Omnibus Stock Plan 3

Blended Rationale: The dilution exceeds 10 percent.The minimum vesting period is less than three years.


Against Against Report on Lobbying Payments and Policy 5

Voter Rationale: The company is being asked to provide detailed reporting of its political contributions. A vote against is preferred at this time because the company does not operate in a particularly regulated sector, and additional reporting may not be warranted.

Blended Rationale: The company is being asked to provide detailed reporting of its political contributions. A vote against is preferred at this time because the company does not operate in a particularly regulated sector, and additional reporting may not be warranted.

Against Against Report on Employee Representation on the Board of Directors

6

Voter Rationale: The company is being asked to prepare a report to describe opportunities to encourage the inclusion of employee representation on the Board. A vote against is preferred considering the company's current governance structure and disclosures, and prescriptive nature of the proposal's scope.

Blended Rationale: The company is being asked to prepare a report to describe opportunities to encourage the inclusion of employee representation on the Board. A vote against is preferred considering the company's current governance structure and disclosures, and prescriptive nature of the proposal's scope.

ITC Limited Meeting Date: 09/23/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Ajit Kumar Seth as Director For For


For For Elect Anand Nayak as Director 2



ITC Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Variation in Terms of Remuneration Payable to Chairman & Managing Director and Wholetime Directors

3

NB Private Equity Partners Ltd. Meeting Date: 09/23/2019 Country: Guernsey

Meeting Type: Annual Ticker: NBPE

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Approve Directors' Remuneration 2

For For Elect William Maltby as Director 3

Blended Rationale: A vote FOR the election or re-election of William Maltby, John Falla, Trudi Clark, Wilken von Hodenberg and Peter von Lehe is warranted because no significant concerns have been identified.

For For Re-elect John Falla as Director 4


For For Re-elect Trudi Clark as Director 5


For For Elect Wilken von Hodenberg as Director 6


For For Re-elect Peter von Lehe as Director 7


For For Ratify KPMG Channel Islands Limited as Auditors

8


For For Ratify Past Interim Dividends 10

For For Authorise Market Purchase of Class A Shares 11


12


NHPC Limited Meeting Date: 09/23/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


2

Against For Reelect Ratish Kumar as Director 3

Voter Rationale: Concerns regarding independence

Blended Rationale: Concerns regarding independence

Against For Reelect Janardan Choudhary as Director 4

Voter Rationale: Concerns regarding independence

Blended Rationale: Concerns regarding independence

For For Authorize Board to Fix Remuneration of Auditors 5


For For Reelect Kanika T. Bhal as Director 7

Blended Rationale: A vote AGAINST the following nominees is warranted because: * The board is chaired by an executive director and the board is not at least one-half independent and Ratish Kumar (Item 3) and Janardan Choudhary (Item 4) are non-independent director nominees. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.

For For Reelect Satya Prakash Mangal as Director 8


For For Reelect Arun Kumar as Director 9


Northgate Plc Meeting Date: 09/23/2019 Country: United Kingdom

Meeting Type: Annual Ticker: NTG


Northgate Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For






5


6

For For Elect John Pattullo as Director 7


For For Re-elect Bill Spencer as Director 8


For For Re-elect Jill Caseberry as Director 9


For For Re-elect Claire Miles as Director 10


For For Re-elect Kevin Bradshaw as Director 11


For For Re-elect Philip Vincent as Director 12





14



15



16


Northgate Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For Approve Executive Performance Share Plan 18

Santander Bank Polska SA Meeting Date: 09/23/2019 Country: Poland

Meeting Type: Special Ticker: SPL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction





For For Approve Division of Santander Securities SA by Tranferring Organized Part of Enterprise to Santander Bank Polska SA and Santander Finanse sp. z o.o.

6

Blended Rationale: A vote FOR Item 6 is warranted because the proposal is well justified and constitutes an intra-group transaction with no assets being transferred outside of the group.Item 5 is non-voting.

Against For Elect Supervisory Board Member 7

Voter Rationale: Nominee details not disclosed.

Blended Rationale: Nominee details not disclosed.

Against For Approve Sale of Organized Part of Enterprise 8






Against For Approve Remuneration of Newly Elected Supervisory Board Member; Amend May 17, 2019, AGM Resolution Re: Approve Remuneration of Supervisory Board Members

11




Thruvision Group Plc Meeting Date: 09/23/2019 Country: United Kingdom

Meeting Type: Annual Ticker: THRU

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Blended Rationale: A vote AGAINST this resolution is warranted because: * A sign-on bonus was paid to the former FD during the year under review.

For For Re-elect Tom Black as Director 3

Blended Rationale: Item 3 An ABSTENTION on the re-election of Tom Black is warranted because: * He is an Executive Director and is currently a member of the Audit and Remuneration Committees, which is not in line with UK best practice recommendations. Further, in line with his role as Board Chair, he is considered to be ultimately responsible for the Company's corporate governance practices, and the following deviation from recommended best practices is noted: * The Board does not comprise at least two independent NEDs. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option. Items 4-6 A vote FOR the re-election/election of Colin Evans, Paul Taylor and Adrian Crockett is warranted because no significant concerns have been identified.

For For Re-elect Colin Evans as Director 4


For For Re-elect Paul Taylor as Director 5


For For Elect Adrian Crockett as Director 6


For For Reappoint Grant Thornton UK LLP as Auditors 7


Thruvision Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction




For For Authorise Market Purchase of Deferred Shares 10


11


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

12



Blended Rationale: A vote AGAINST this resolution is warranted because: * The maximum purchase price for an ordinary share exceeds the recommended limit of 5% above the market price.

Zhejiang Supor Co., Ltd. Meeting Date: 09/23/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Interim Profit Distribution For For

For For Approve Purpose and Usage of Share Repurchase Plan

2.1


For For Approve Manner of Share Repurchase 2.2


For For Approve Price and Pricing Principle of the Share Repurchase

2.3


For For Approve Type, Scale and Proportion to Share Capital

2.4



Zhejiang Supor Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Total Funds for Share Repurchase 2.5


For For Approve Source of Funds for Share Repurchase 2.6


For For Approve Implementation Period for the Share Repurchase

2.7


For For Approve Resolution Validity Period 2.8


ASX Limited Meeting Date: 09/24/2019 Country: Australia

Meeting Type: Annual Ticker: ASX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

3a Elect Melinda Conrad as Director For For

For For Elect Ken Henry as Director 3b

For For Elect Peter Nash as Director 3c


For For Approve Grant of Performance Rights to Dominic Stevens

5

DSV A/S Meeting Date: 09/24/2019 Country: Denmark

Meeting Type: Special Ticker: DSV

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Change Company Name to DSV Panalpina A/S; Add DSV A/S as Secondary Name

For For

For For Elect Beat Walti as New Director 2


DSV A/S Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Approve Creation of DKK 48.3 Million Pool of Capital without Preemptive Rights

3

Voter Rationale: The capital that can be issued without pre-emptive rights exceeds 10% of outstanding capital.

Blended Rationale: The capital that can be issued without pre-emptive rights exceeds 10% of outstanding capital.

For For Approve DKK 6.5 Million Reduction in Share Capital via Share Cancellation

4

For For Amend Articles Re: In Addition to Danish, Make English Corporate Language

5

For For Amend Articles Re: General Meetings Can be Held in Danish or English; Documents in Connection with General Meetings and Company Announcements will be in English Only

6

General Mills, Inc. Meeting Date: 09/24/2019 Country: USA

Meeting Type: Annual Ticker: GIS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director R. Kerry Clark For For

For For Elect Director David M. Cordani 1b

For For Elect Director Roger W. Ferguson, Jr. 1c

For For Elect Director Jeffrey L. Harmening 1d

For For Elect Director Maria G. Henry 1e

For For Elect Director Elizabeth C. Lempres 1f

For For Elect Director Diane L. Neal 1g

For For Elect Director Steve Odland 1h

For For Elect Director Maria A. Sastre 1i

For For Elect Director Eric D. Sprunk 1j

For For Elect Director Jorge A. Uribe 1k


2



Houlihan Lokey, Inc. Meeting Date: 09/24/2019 Country: USA

Meeting Type: Annual Ticker: HLI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Scott L. Beiser For Withhold

Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Scott Beiser and Jacqueline Kosecoff given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.

For For Elect Director Paul A. Zuber 1.2

Withhold For Elect Director Jacqueline B. Kosecoff 1.3

Blended Rationale: WITHHOLD votes are warranted for incumbent director nominees Scott Beiser and Jacqueline Kosecoff given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.


2


Indraprastha Gas Limited Meeting Date: 09/24/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Elect Gajendra Singh as Director 4


For For Approve Reappointment and Remuneration of E. S. Ranganathan as Managing Director on Whole-time Basis

5

Blended Rationale: A vote FOR these resolutions is warranted given the absence of any known issues concerning the nominees and their remuneration.


Indraprastha Gas Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Amit Garg as Director 6


For For Approve Appointment and Remuneration of Amit Garg as Director (Commercial)

7

Blended Rationale: A vote FOR these resolutions is warranted given the absence of any known issues concerning the nominees and their remuneration.

For For Elect Rajendra Natekar Pushparaj as Director 8


For For Elect Rajeev Verma as Director 9


For For Elect Saroj Bala as Director 10


For For Elect Akhilesh Kumar Ambasht as Director 11


For For Elect Rajib Sekhar Sahoo as Director 12


For For Elect Ramesh Narain Misra as Director 13


For For Elect Deepak Mishra as Director 14



For For Approve Material Related Party Transactions 16

Mercia Asset Management Plc Meeting Date: 09/24/2019 Country: United Kingdom

Meeting Type: Annual Ticker: MERC


Mercia Asset Management Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Re-elect Ian Metcalfe as Director 3

Blended Rationale: A vote FOR the re-election of Ian Metcalfe and Mark Payton is warranted because no significant concerns have been identified.

For For Re-elect Dr Mark Payton as Director 4

Blended Rationale: A vote FOR the re-election of Ian Metcalfe and Mark Payton is warranted because no significant concerns have been identified.

For For Reappoint Deloitte LLP as Auditors and Authorise Their Remuneration

5




7



Newmark Group, Inc. Meeting Date: 09/24/2019 Country: USA

Meeting Type: Annual Ticker: NMRK

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Howard W. Lutnick For Withhold

Blended Rationale: WITHHOLD votes are warranted for all incumbent directors given that the board failed to remove or subject to a sunset provision the dual class capital structure that adversely impacts shareholder rights.

Withhold For Elect Director Michael Snow 1.2


Withhold For Elect Director Virginia S. Bauer 1.3



Newmark Group, Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Withhold For Elect Director Peter F. Cervinka 1.4


Park Group Plc Meeting Date: 09/24/2019 Country: United Kingdom

Meeting Type: Annual Ticker: PARK

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



Blended Rationale: A vote AGAINST this resolution is warranted because: * The awards granted under the Company's Strategic Growth Plan may potentially provide substantial payments to the participants, with only absolute shareholder value as performance criteria.

For For Reappoint Ernst & Young LLP as Auditors 4


For For Authorise Issue of Equity with Pre-emptive Rights

6



7


For For Approve Change of Company Name to Appreciate Group plc

8

Scala, Inc. (Japan) Meeting Date: 09/24/2019 Country: Japan



Scala, Inc. (Japan)

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 12

For For

For For Approve Accounting Transfers 2

For For Elect Director Nagino, Norikatsu 3.1

For For Elect Director Kinoshita, Asataro 3.2

For For Elect Director Watanabe, Shoichi 3.3

For For Elect Director Kushizaki, Masatoshi 3.4

For For Appoint Statutory Auditor Aida, Takeo 4.1

For For Appoint Statutory Auditor Ugajin, Satoshi 4.2

For For Appoint Statutory Auditor Yuki, Akihiro 4.3

For For Appoint Statutory Auditor Kawanishi, Takuto 4.4

For For Appoint Alternate Statutory Auditor Miike, Seiji 5

For For Approve Restricted Stock Plan 6

The Phoenix Mills Limited Meeting Date: 09/24/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Standalone Financial Statements and Statutory Reports

For For

Blended Rationale: A vote FOR these resolutions is warranted given the absence of any known issues surrounding the company's financial statements.

For For Accept Consolidated Financial Statements and Statutory Reports

2

Blended Rationale: A vote FOR these resolutions is warranted given the absence of any known issues surrounding the company's financial statements.



The Phoenix Mills Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Reelect Pradumna Kanodia as Director 4

Blended Rationale: A vote AGAINST the following nominee is warranted because: * Sivaramakrishnan Srinivasan Iyer (Item 8) has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees. A vote FOR the appointment and remuneration of Rajendra Kalkar (Item 5) as executive director is warranted given the absence of any known issues concerning the executive and his remuneration.

For For Elect Rajendra Kalkar as Director and Approve His Appointment and Remuneration as Whole-Time Director (WTD)

5


For For Elect Amit Dabriwala as Director and Reelect Him as Director for a Second Term

6


For For Elect Amit Dalal as Director and Reelect Him as Director for a Second Term

7


For For Elect Sivaramakrishnan Iyer as Director and Reelect Him as Director for a Second Term

8


Weichai Power Co., Ltd. Meeting Date: 09/24/2019 Country: China



Weichai Power Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Provision of Guarantee to Weichai Power Hong Kong International Development Co., Limited in Respect of Certain Loans and the Relevant Interest Rate Swap Transactions

For For

For For Approve Weichai Holdings General Services Agreement and the Chongqing Weichai General Services Agreement and the Relevant New Caps

2

For For Approve Weichai Purchase and Processing Services Agreement and the Relevant New Caps

3

For For Approve Shaanxi Zhongqi Purchase Agreement and the Relevant New Caps

4

For For Approve Shaanxi Zhongqi Sale Agreement and the Relevant New Caps

5

Weichai Power Co., Ltd. Meeting Date: 09/24/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Provision of Guarantee to Weichai Power Hong Kong International Development Co., Limited in Respect of Certain Loans and the Relevant Interest Rate Swap Transactions

For For



2



3



4



Weichai Power Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


5


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Provision of Guarantee to Weichai Power Hong Kong International Development Co., Limited in Respect of Certain Loans and the Relevant Interest Rate Swap Transactions

1


2


3


4


5

Air New Zealand Limited Meeting Date: 09/25/2019 Country: New Zealand

Meeting Type: Annual Ticker: AIR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Jan Dawson as Director For For

For For Elect Jonathan Mason as Director 2

For For Elect Dame Therese Walsh as Director 3

For For Approve Widebody Aircraft Transaction 4

Blended Rationale: Referred to Schroders for internal consideration.

For For Adopt New Constitution 5


Carclo Plc Meeting Date: 09/25/2019 Country: United Kingdom

Meeting Type: Annual Ticker: CAR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Joe Oatley as Director For For

Blended Rationale: Items 1, 3-5 A vote FOR the election/re-election of Joe Oatley, Sarah Matthews-DeMers, Peter Slabbert and David Toohey is warranted because no significant concerns have been identified. Item 2 A vote FOR the re-election of Mark Rollins is warranted, although it is not without concern because: * He is considered to hold the combined office of Chairman and CEO, which calls into question whether the Board can adequately oversee and evaluate the performance of senior officers and the Company. The main reason for support is: * As soon as a new CEO is appointed, Mark Rollins will then step back to a Non-executive Chairman role.

For For Re-elect Mark Rollins as Director 2


For For Re-elect Sarah Matthews-DeMers as Director 3


For For Re-elect Peter Slabbert as Director 4


For For Re-elect David Toohey as Director 5





7



Carclo Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



9

Eros International Media Limited Meeting Date: 09/25/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Reelect Kishore Arjan Lulla as Director 2

Blended Rationale: A vote AGAINST the following nominee is warranted because: * Kishore Arjan Lulla (Item 2) has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation. A vote FOR Dhirendra Swarup is warranted given the absence of any known issues concerning the nominee.

For For Reelect Dhirendra Swarup as Director 3

Blended Rationale: A vote AGAINST the following nominee is warranted because: * Kishore Arjan Lulla (Item 2) has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation. A vote FOR Dhirendra Swarup is warranted given the absence of any known issues concerning the nominee.

Against For Approve Material Related Party Transactions with Colour Yellow Productions Private Limited

4

Voter Rationale: The terms of the request do not provide for further shareholder review and vote on related-party transactions on a periodic basis.

Blended Rationale: The terms of the request do not provide for further shareholder review and vote on related-party transactions on a periodic basis.

Huayu Automotive Systems Co., Ltd. Meeting Date: 09/25/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Wang Xiaoqiu as Non-Independent Director

For For



Huayu Automotive Systems Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Zhuang Jingxiong as Supervisor 2


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Wang Xiaoqiu as Non-Independent Director

1

For For Elect Zhuang Jingxiong as Supervisor 2

International Housewares Retail Company Limited Meeting Date: 09/25/2019 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Mang Wing Ming Rene as Director 3.1

For For Elect Yee Boon Yip as Director 3.2

For For Elect Yeung Yiu Keung as Director 3.3

For For Authorize Board to Fix Remuneration of Director 3.4

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

4



6







Jubilant Life Sciences Limited Meeting Date: 09/25/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Priyavrat Bhartia as Director 3

Blended Rationale: A vote AGAINST Priyavrat Bhartia (Item 3) is warranted given that he serves on the audit committee and the company paid excessive non-audit fees to its auditor. A vote FOR all other nominees is warranted.

For For Reelect Arjun Shanker Bhartia as Director 4


For For Elect Arun Seth as Director 5


For For Elect Anant Pande as Director 6


For For Approve Appointment and Remuneration of Anant Pande as Whole-time Director

7

For For Approve Jubilant General Employee Benefits Scheme - 2019 (JGEBS)

8

Blended Rationale: A vote FOR these resolutions is warranted given that the overall terms of the proposed scheme is reasonable.

For For Approve Extension of Benefits of Jubilant General Employee Benefits Scheme - 2019 to Employees of Holding Company and Subsidiary Company(ies)

9

Blended Rationale: A vote FOR these resolutions is warranted given that the overall terms of the proposed scheme is reasonable.


KEPCO Plant Service & Engineering Co., Ltd. Meeting Date: 09/25/2019 Country: South Korea



KEPCO Plant Service & Engineering Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Kim Gi-hyeon as Outside Director For For


For For Elect Kim Woo-gyeom as Outside Director 1.2


For For Elect Shin Young-ju as Outside Director 1.3


Migdal Insurance & Financial Holdings Ltd. Meeting Date: 09/25/2019 Country: Israel

Meeting Type: Annual Ticker: MGDL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2.1 Reelect Shlomo Eliahu as Director For For

Blended Rationale: A vote AGAINST Gabriel Piker, Item 2.2 is warranted for serving as a non-independent director on the audit committee.A vote FOR the nominees proposed under items 2.1, 2.3, 2.4, and 3 is warranted as there are no concerns regarding these nominees.

Against For Reelect Gavriel Picker as Director 2.2

Voter Rationale: Non-independent member of key committee

Blended Rationale: Non-independent member of key committee

For For Reelect Azriel Moskovich as Director 2.3


For For Reelect Arie Mientkavich as Director 2.4


For For Reelect Shlomo Eliahu as Board Chairman 3



Migdal Insurance & Financial Holdings Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Reappoint Somekh Chaikin and Kost Forer Gabay & Kasierer as Joint Auditors and Authorize Board to Fix Their Remuneration

4


A




B1




B2




B3



NCC Group Plc Meeting Date: 09/25/2019 Country: United Kingdom

Meeting Type: Annual Ticker: NCC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For




NCC Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



5

For For Re-elect Adam Palser as Director 6


For For Re-elect Chris Stone as Director 7


For For Re-elect Jonathan Brooks as Director 8


For For Re-elect Chris Batterham as Director 9


For For Re-elect Jennifer Duvalier as Director 10


For For Re-elect Mike Ettling as Director 11


For For Re-elect Tim Kowalski as Director 12





14



15




17


18

For For Approve UK Share Incentive Plan 19



NEXON Co., Ltd. Meeting Date: 09/25/2019 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Issuance of Common Shares for Private Placements

For For

For For Approve Issuance of Warrants for Private Placements (Put Options)

2


3


4


5

For For Approve Issuance of Warrants for Private Placements (Call Options)

6


7


8


9

For For Approve Issuance of Common Shares for Private Placements

10

For For Elect Director Hongwoo Lee 11

Pan Pacific International Holdings Corp. Meeting Date: 09/25/2019 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For Against

Voter Rationale: Payout ratio too low

Blended Rationale: Payout ratio too low

For For Elect Director Yoshida, Naoki 2.1

For For Elect Director Matsumoto, Kazuhiro 2.2


Pan Pacific International Holdings Corp. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Director Nishii, Takeshi 2.3

For For Elect Director Sakakibara, Ken 2.4

For For Elect Director Sekiguchi, Kenji 2.5

For For Elect Director Maruyama, Tetsuji 2.6

For For Elect Director Ishii, Yuji 2.7

For For Elect Director Abe, Hiroshi 2.8

For For Elect Director Yasuda, Takao 2.9

For For Elect Director and Audit Committee Member Nishitani, Jumpei

3.1

For For Elect Director and Audit Committee Member Yoshino, Masaki

3.2

PZ Cussons Plc Meeting Date: 09/25/2019 Country: United Kingdom

Meeting Type: Annual Ticker: PZC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Re-elect Alex Kanellis as Director 4

Blended Rationale: Items 4 and 6-10 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 5: Re-elect Caroline Silver as Director A vote FOR this item is warranted, although it is not without concern for shareholders: * In addition to her role as Board Chair at PZ Cussons, Caroline Silver is also a Managing Director (non-board role) and a NED at another publicly listed company. Overall, these external positions at other listed companies represent a relatively significant number of total commitments. The main reason for support is: * Concerns around her aggregate time commitments primarily arise from her recent appointment to the NED role at Meggitt. Support for her re-election as Chair at PZ Cussons is considered warranted at this time, given the importance and profile of the chair role as compared to a standard non-executive directorship.

For For Re-elect Caroline Silver as Director 5



PZ Cussons Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Dariusz Kucz as Director 6


For For Re-elect Jez Maiden as Director 7


For For Re-elect Tamara Minick-Scokalo as Director 8


For For Re-elect John Nicolson as Director 9


For For Re-elect Helen Owers as Director 10




12


PZ Cussons Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction




14




16

S.N.G.N. Romgaz S.A Meeting Date: 09/25/2019 Country: Romania

Meeting Type: Special Ticker: SNG

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Activity Report for S1 2019 For For

For For Approve Acquisition of Shares in Gastrade SA - LNG Alexandroupolis INGS

2


For For Approve Procurement of Legal Consulting, Assistance, and Representation Services

3

Blended Rationale: A vote FOR is warranted given the information and rationale provided.

Shearwater Group Plc Meeting Date: 09/25/2019 Country: United Kingdom

Meeting Type: Annual Ticker: SWG

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Shearwater Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Blended Rationale: A vote AGAINST this resolution is warranted because: * Vesting of share options granted to the CFO during the year may not be conditional on the achievement of performance hurdles. * Share options granted to the CFO during the year feature a vesting period of less than three years. * The Company has not disclosed the formal service contracts of the new Executive Directors.

For For Elect Phil Higgins as Director 3

Blended Rationale: A vote FOR the election of Philip (Phil) Higgins and Paul McFadden is warranted because no significant concerns have been identified.

For For Elect Paul McFadden as Director 4

Blended Rationale: A vote FOR the election of Philip (Phil) Higgins and Paul McFadden is warranted because no significant concerns have been identified.



For For Approve Share Consolidation 7




9



Sophos Group Plc Meeting Date: 09/25/2019 Country: United Kingdom

Meeting Type: Annual Ticker: SOPH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For




Sophos Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Blended Rationale: A vote AGAINST this resolution is warranted because: * The overall remuneration framework is significantly weighted towards shorter term performance; * The LTIP continues to utilise both performance based (PSUs) and non-performance based (RSUs) awards, with no underpin in operation for the restricted share element; * LTIP targets are not disclosed on a prospective basis; and * Both the bonus plan and PSU element of the LTIP for the year under review utilised billings and EBITDA performance conditions which is likely to result in Directors being rewarded twice for the achievement of the same (short term) performance.


For For Re-elect Sandra Bergeron as Director 5

Blended Rationale: Items 5-11 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 12- Re-elect Paul Walker as Director A vote FOR this resolution is warranted, although is not without concern for shareholders because: * He serves as Chair of the Remuneration Committee, and there are ongoing material concerns over the Company's remuneration practices. Support for the resolution is warranted as: * The Company has made some material improvements to the remuneration policy, following shareholder feedback, and he has reduced the number of external directorships.

For For Re-elect Nick Bray as Director 6


For For Re-elect Peter Gyenes as Director 7


For For Re-elect Kris Hagerman as Director 8


For For Re-elect Roy Mackenzie as Director 9


For For Re-elect Rick Medlock as Director 10



Sophos Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Vin Murria as Director 11


For For Re-elect Paul Walker as Director 12




14


15




17



18




20

TravelSky Technology Limited Meeting Date: 09/25/2019 Country: China



TravelSky Technology Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Xi Sheng as Director, Authorize Board to Fix His Remuneration and Approve Resignation of Tang Bing as Director

For For

Ai Holdings Corp. Meeting Date: 09/26/2019 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

BTG Hotels (Group) Co., Ltd. Meeting Date: 09/26/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Increase in Registered Capital For For




Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Increase in Registered Capital 1

Blended Rationale: A vote FOR these items is merited because no concerns have been identified.


BTG Hotels (Group) Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



CCC SA Meeting Date: 09/26/2019 Country: Poland

Meeting Type: Special Ticker: CCC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction





For For Amend Statute Re: Change Fiscal Year 5

Engineers India Limited Meeting Date: 09/26/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Vipin Chander Bhandari as Director 3

Blended Rationale: A vote AGAINST the following nominees is warranted because: * Arusha Vasudev (Item 8) has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation. * Sanjeev Kumar Handa (Item 11) is an executive director serving on the audit committee. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.


Engineers India Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Reelect Lalit Kumar Vijh as Director 4



For For Elect Sunil Bhatia as Director (Finance) 6


For For Reelect Mukesh Khare as Director 7


For For Reelect Arusha Vasudev as Director 8


For For Reelect V.K. Deshpande as Director 9


For For Reelect Umesh Chandra Pandey as Director 10


Against For Elect Sanjeev Kumar Handa as Director (Projects)

11

Voter Rationale: Executive director serving on audit committee and their presence undermines the committees' ability to provide independent oversight.

Blended Rationale: Executive director serving on audit committee and their presence undermines the committees' ability to provide independent oversight.

For For Elect Bollavaram Nagabhushana Reddy as Director

12



Engineers India Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect M. Arulmurugan as Director 13



Gujarat Narmada Valley Fertilizers & Chemicals Limited Meeting Date: 09/26/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Mamta Verma as Director 3

Blended Rationale: A vote AGAINST the following nominees is warranted because: * The board is chaired by a promoter director and the board is not at least one-half independent and Sujit Gulati (Item 4) and Mamta Verma (Item 3) are non-independent director nominees.

For For Elect Sujit Gulati as Director 4

Blended Rationale: A vote AGAINST the following nominees is warranted because: * The board is chaired by a promoter director and the board is not at least one-half independent and Sujit Gulati (Item 4) and Mamta Verma (Item 3) are non-independent director nominees.


Japan Excellent, Inc. Meeting Date: 09/26/2019 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Executive Director Ogawa, Hidehiko For For

For For Elect Alternate Executive Director Sasaki, Toshihiko

2


Japan Excellent, Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Supervisory Director Maekawa, Shunichi 3.1

Against For Elect Supervisory Director Takagi, Eiji 3.2

Voter Rationale: The nominee's affiliation with the REIT could compromise independence.

Blended Rationale: The nominee's affiliation with the REIT could compromise independence.

For For Elect Supervisory Director Hirakawa, Osamu 3.3

Jiangsu Expressway Company Limited Meeting Date: 09/26/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Subscription of Equity in Interests in Jiangsu Communication Holding Group Finance Co., Ltd.

For Against

Voter Rationale: concerns the acquisition of equity interest may expose the company and its minority shareholders to risks at companies affiliated with its majority shareholder.

Blended Rationale: concerns the acquisition of equity interest may expose the company and its minority shareholders to risks at companies affiliated with its majority shareholder.

Kainos Group Plc Meeting Date: 09/26/2019 Country: United Kingdom

Meeting Type: Annual Ticker: KNOS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For





For For Re-elect Dr Brendan Mooney as Director 5



Kainos Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Richard McCann as Director 6


For For Re-elect Paul Gannon as Director 7


For For Re-elect Andy Malpass as Director 8


For For Re-elect Chris Cowan as Director 9


For For Re-elect Tom Burnet as Director 10




12




14



15




17

Lamb Weston Holdings, Inc. Meeting Date: 09/26/2019 Country: USA

Meeting Type: Annual Ticker: LW

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Peter J. Bensen For For


Lamb Weston Holdings, Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Director Charles A. Blixt 1b

For For Elect Director Andre J. Hawaux 1c

For For Elect Director W.G. Jurgensen 1d

For For Elect Director Thomas P. Maurer 1e

For For Elect Director Hala G. Moddelmog 1f

For For Elect Director Maria Renna Sharpe 1g

For For Elect Director Thomas P. Werner 1h


2


For Against Report on Pesticide Use in the Company's Supply Chain

4

Voter Rationale: The company is being asked to report on pesticide use in its supply chain. We are supportive of the underlying premise for greater disclosure as this issue is coming under greater scrutiny, and the company is exposed to heightened risks given usage in the production of its main products. However, a vote 'against' is warranted at this time as management has specified intentions to publish more detailed information on management and metrics in its next sustainability report.

Blended Rationale: The company is being asked to report on pesticide use in its supply chain. We are supportive of the underlying premise for greater disclosure as this issue is coming under greater scrutiny, and the company is exposed to heightened risks given usage in the production of its main products. However, a vote 'against' is warranted at this time as management has specified intentions to publish more detailed information on management and metrics in its next sustainability report.

MMC Norilsk Nickel PJSC Meeting Date: 09/26/2019 Country: Russia

Meeting Type: Special Ticker: GMKN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Interim Dividends of RUB 883.93 per Share for First Half Year of Fiscal 2019

For For

Peptidream Inc. Meeting Date: 09/26/2019 Country: Japan



Peptidream Inc.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Amend Business Lines - Change Fiscal Year End

For For

For For Elect Director Kubota, Kiichi 2.1

For For Elect Director Patrick C. Reid 2.2

For For Elect Director Masuya, Keiichi 2.3

For For Elect Director Kaneshiro, Kiyofumi 2.4

For For Elect Director and Audit Committee Member Sasaoka, Michio

3.1

For For Elect Director and Audit Committee Member Nagae, Toshio

3.2

For For Elect Director and Audit Committee Member Hanafusa, Yukinori

3.3

Suncorp Group Limited Meeting Date: 09/26/2019 Country: Australia

Meeting Type: Annual Ticker: SUN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Remuneration Report For For

For For Approve Grant of Performance Rights to Steve Johnston

2

For For Elect Sally Herman as Director 3a

For For Elect Ian Hammond as Director 3b

For For Approve Return of Capital to Ordinary Shareholders

4

For For Approve Consolidation of Ordinary Shares 5

For For Approve Selective Capital Reduction in Relation to SUNPE

6

For For Approve Reinsertion of Proportional Takeover Provisions in the Constitution

7

For For Approve Insertion of Additional Notice Provision in the Constitution

8

Against Against Approve the Amendments to the Company's Constitution

9a


Suncorp Group Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against Against Approve Fossil Fuel Exposure Reduction Targets 9b

WNS (Holdings) Limited Meeting Date: 09/26/2019 Country: Jersey

Meeting Type: Annual Ticker: WNS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Ratify Grant Thornton India LLP as Auditors 2


For For Reelect Adrian T. Dillon as a Director 4

For For Reelect Gareth Williams as a Director 5

For For Reelect Mario P. Vitale as a Director 6

For For Approve Remuneration of Directors 7

Apollo Hospitals Enterprise Limited Meeting Date: 09/27/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Shobana Kamineni as Director 3


For For Elect Murali Doraiswamy as Director 4



Apollo Hospitals Enterprise Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect V. Kavitha Dutt as Director 5


For For Elect MBN Rao as Director 6


For For Reelect Vinayak Chatterjee as Director 7



8

For For Approve Reappointment and Remuneration of Shobana Kamineni as Wholetime Director, Designated as Executive Vice-Chairperson

9

For For Approve Continuation of Payment of Remuneration to Executive Directors

10

For For Adopt New Memorandum of Association 11


For For Approve Issuance of Non-Convertible Debentures on Private Placement Basis

13


Asahi Intecc Co., Ltd. Meeting Date: 09/27/2019 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 21.61

For For

For For Elect Director Miyata, Masahiko 2.1

For For Elect Director Miyata, Kenji 2.2

For For Elect Director Kato, Tadakazu 2.3

For For Elect Director Yugawa, Ippei 2.4

For For Elect Director Terai, Yoshinori 2.5

For For Elect Director Matsumoto, Munechika 2.6


Asahi Intecc Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Director Ito, Mizuho 2.7

For For Elect Director Nishiuchi, Makoto 2.8

For For Elect Director Ito, Kiyomichi 2.9

For For Elect Director Shibazaki, Akinori 2.10

For For Elect Director Sato, Masami 2.11

Borr Drilling Ltd. Meeting Date: 09/27/2019 Country: Bermuda

Meeting Type: Annual Ticker: BDRILL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Fix Number of Directors at Seven For For

Against For Authorize Board to Fill Vacancies 2

Voter Rationale: Shareholders will not have a say on the director who fills this position.

Blended Rationale: Shareholders will not have a say on the director who fills this position.

For For Reelect Tor Olav Troim as Director 3

Blended Rationale: A vote FOR these proposals is warranted due to a lack of concern regarding the composition of the board or its committees.

For For Reelect Jan Rask as Director 4


For For Reelect Patrick Schorn as Director 5


For For Reelect Alexandra Blankenship as Director 6


For For Reelect Georgina Sousa as Director 7


For For Elect Pal Kibsgaard as Director 8


For For Increase Authorized Common Stock 9


Borr Drilling Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Amend Bye-laws 10



For For Ratify PricewaterhouseCoopers as Auditor 11

Against For Approve Remuneration of Directors in the Aggregate Amount of USD 800,000

12

Voter Rationale: The individual breakdown of payouts per director is not disclosed and split evenly looks excessive compared to peers.

Blended Rationale: The individual breakdown of payouts per director is not disclosed and split evenly looks excessive compared to peers.

Conzzeta AG Meeting Date: 09/27/2019 Country: Switzerland

Meeting Type: Special Ticker: CON

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income and Special Dividends of CHF 30 per Class A Share and CHF 6 per Class B Share

For For

Against For Transact Other Business (Voting) 2

Voter Rationale: Other business is not disclosed.

Blended Rationale: Other business is not disclosed.

Conzzeta AG Meeting Date: 09/27/2019 Country: Switzerland

Meeting Type: Special Ticker: CON

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



Gujarat Alkalies and Chemicals Limited Meeting Date: 09/27/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Arvind Agarwal as Director 3

Blended Rationale: A vote AGAINST the reelection of Rajiv Indravadan Modi (Item 6) is warranted since he has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation.A vote FOR all other nominees (Items 3 and 5) is warranted in the absence of any known issues concerning the nominees and the company's board and committee dynamics.

For For Approve K C Mehta & Co., Chartered Accountants, Vadodara as Auditors and Authorize Board to Fix Their Remuneration

4

For For Elect S B Dangayach as Director 5

Blended Rationale: A vote AGAINST the reelection of Rajiv Indravadan Modi (Item 6) is warranted since he has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation.A vote FOR all other nominees (Items 3 and 5) is warranted in the absence of any known issues concerning the nominees and the company's board and committee dynamics.

Against For Reelect Rajiv I Modi as Director 6

Voter Rationale: Poor attendance for two consecutive years without a satisfactory explanation.

Blended Rationale: Poor attendance for two consecutive years without a satisfactory explanation.


HELLA GmbH & Co. KGaA Meeting Date: 09/27/2019 Country: Germany

Meeting Type: Annual Ticker: HLE

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports for Fiscal 2018/2019

For For

For For Approve Allocation of Income and Dividends of EUR 3.35 per Share

2

For For Approve Discharge of Personally Liable Partner for Fiscal 2018/2019

3

Blended Rationale: Votes FOR these proposals are warranted.


HELLA GmbH & Co. KGaA Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Discharge of Supervisory Board for Fiscal 2018/2019

4


For For Approve Discharge of Shareholders' Committee for Fiscal 2018/2019

5


For For Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal 2019/2020

6

Against For Elect Juergen Behrend to the Shareholders' Committee

7.1

Voter Rationale: Not sufficiently independent

Blended Rationale: Not sufficiently independent

Against For Elect Horst Binnig to the Shareholders' Committee

7.2



Against For Elect Samuel Christ to the Shareholders' Committee

7.3



Against For Elect Carl-Peter Forster to the Shareholders' Committee

7.4



Against For Elect Roland Hammerstein to the Shareholders' Committee

7.5



For For Elect Klaus Kuehn to the Shareholders' Committee

7.6

Blended Rationale: Votes AGAINST the non-independent nominees: Juergen Behrend, Horst Binnig, Samuel Christ, Carl-Peter Forster, Roland Hammerstein, Stephanie Hueck, Dietrich Hueck, Tobias Hueck, Claudia Owen, Thomas Paul, Matthias Roepke, Charlotte Soetje, Christoph Thomas, and Konstantin Thomas are warranted due to the failure to establish a sufficiently independent supervisory board/shareholders' committee.Votes FOR the independent nominee, Klaus Kuehn (Items 7.6 and 8.4), are warranted as his presence helps to increase the levels of independence.Note that the vote recommendations are based on an evaluation of the independence levels of the supervisory board and the shareholders' committee on a combined basis.

Against For Elect Matthias Roepke to the Shareholders' Committee

7.7





Proposal Text

Mgmt Rec

Vote Instruction

Against For Elect Konstantin Thomas to the Shareholders' Committee

7.8



Against For Elect Dietrich Hueck to the Supervisory Board 8.1



Against For Elect Stephanie Hueck to the Supervisory Board 8.2



Against For Elect Tobias Hueck to the Supervisory Board 8.3



For For Elect Klaus Kuehn to the Supervisory Board 8.4

Blended Rationale: Votes AGAINST the non-independent nominees: Juergen Behrend, Horst Binnig, Samuel Christ, Carl-Peter Forster, Roland Hammerstein, Stephanie Hueck, Dietrich Hueck, Tobias Hueck, Claudia Owen, Thomas Paul, Matthias Roepke, Charlotte Soetje, Christoph Thomas, and Konstantin Thomas are warranted due to the failure to establish a sufficiently independent supervisory board/shareholders' committee.Votes FOR the independent nominee, Klaus Kuehn (Items 7.6 and 8.4), are warranted as his presence helps to increase the levels of independence.Note that the vote recommendations are based on an evaluation of the independence levels of the supervisory board and the shareholders' committee on a combined basis.

Against For Elect Claudia Owen to the Supervisory Board 8.5



Against For Elect Thomas B. Paul to the Supervisory Board 8.6



Against For Elect Charlotte Soetje to the Supervisory Board 8.7



Against For Elect Christoph Thomas to the Supervisory Board

8.8





Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Remuneration of Shareholders' Committee

9

Blended Rationale: Votes FOR the proposed changes in the remuneration schedule for members of the shareholders' committee and the supervisory board are warranted.

For For Approve Remuneration of Supervisory Board 10

Blended Rationale: Votes FOR the proposed changes in the remuneration schedule for members of the shareholders' committee and the supervisory board are warranted.

Against For Approve Creation of EUR 44 Million Pool of Capital without Preemptive Rights

11

Voter Rationale: Issuance request would result in a potentially excessive dilution of 19.8 percent.

Blended Rationale: Issuance request would result in a potentially excessive dilution of 19.8 percent.

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

12

For For Authorize Use of Financial Derivatives when Repurchasing Shares

13

Inner Mongolia Yili Industrial Group Co., Ltd. Meeting Date: 09/27/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Change the Usage of the Shares Repurchased

For For


Against For Approve Revised Draft and Summary of Performance Shares Incentive Plan

2

Voter Rationale: Directors eligible to receive performance shares are involved in the administration of the share incentive plan.

Blended Rationale: Directors eligible to receive performance shares are involved in the administration of the share incentive plan.

Against For Approve Methods to Assess the Performance of Plan Participants

3




Inner Mongolia Yili Industrial Group Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Approve Authorization of the Board to Handle All Matters Related to Performance Shares Incentive Plan

4





Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Change the Usage of the Shares Repurchased

1

Against For Approve Revised Draft and Summary of Performance Shares Incentive Plan

2



Against For Approve Methods to Assess the Performance of Plan Participants

3



Against For Approve Authorization of the Board to Handle All Matters Related to Performance Shares Incentive Plan

4




Magnitogorsk Iron & Steel Works PJSC Meeting Date: 09/27/2019 Country: Russia

Meeting Type: Special Ticker: MAGN


Magnitogorsk Iron & Steel Works PJSC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Novolipetsk Steel Meeting Date: 09/27/2019 Country: Russia

Meeting Type: Special Ticker: NLMK

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Interim Dividends for First Six Months of Fiscal 2019

For For

Oppein Home Group, Inc. Meeting Date: 09/27/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allowance of Independent Directors For For


For For Approve Formulation of Remuneration and Performance Appraisal Management Method of Directors and Senior Management Members

2


For For Amend Rules and Procedures Regarding General Meetings of Shareholders

3


For For Approve Adjustment of Use of Own Funds for Entrusted Financial Management

4



Oppein Home Group, Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Yao Liangsong as Non-Independent Director

5.1


For For Elect Tan Qinxing as Non-Independent Director 5.2


For For Elect Yao Liangbo as Non-Independent Director 5.3


For For Elect Qin Shuo as Independent Director 6.1


For For Elect Chu Xiaoping as Independent Director 6.2


For For Elect Jiang Qi as Independent Director 6.3


For For Elect Zhong Huawen as Supervisor 7.1


For For Elect Xie Hang as Supervisor 7.2


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Allowance of Independent Directors 1


2


3

Against For Approve Adjustment of Use of Own Funds for Entrusted Financial Management

4

Voter Rationale: Vote confirmed; record-kept with last accepted vote string

Blended Rationale: Vote confirmed; record-kept with last accepted vote string


5.1




Proposal Text

Mgmt Rec

Vote Instruction















Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Allowance of Independent Directors 1


2


3

For For Approve Adjustment of Use of Own Funds for Entrusted Financial Management

4

Blended Rationale: A vote AGAINST is warranted because the proposed investment could expose the company to unnecessary risks.


5.1




Proposal Text

Mgmt Rec

Vote Instruction















Shandong Gold Mining Co., Ltd. Meeting Date: 09/27/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Issuance of Ultra Short-term Financing Bonds

For For

For For Authorize Board to Deal with All Matters in Relation to the Issuance of Ultra Short-term Financing Bonds

2

Shindaeyang Paper Co., Ltd. Meeting Date: 09/27/2019 Country: South Korea



Shindaeyang Paper Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Spin-Off Agreement For For


Sun Art Retail Group Limited Meeting Date: 09/27/2019 Country: Hong Kong


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Supply Agreements, Revised Annual Caps and Related Transactions

For For

Sun TV Network Limited Meeting Date: 09/27/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Confirm Interim Dividend as Final Dividend 2

For For Reelect K. Vijaykumar as Director 3

Blended Rationale: A vote FOR both nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.


For For Elect Mathipoorana Ramakrishanan as Director 5

Blended Rationale: A vote FOR both nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.


TechnoPro Holdings, Inc. Meeting Date: 09/27/2019 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Amend Articles to Amend Business Lines 2

For For Elect Director Nishio, Yasuji 3.1

For For Elect Director Shimaoka, Gaku 3.2

For For Elect Director Asai, Koichiro 3.3

For For Elect Director Yagi, Takeshi 3.4

For For Elect Director Hagiwara, Toshihiro 3.5

For For Elect Director Watabe, Tsunehiro 3.6

For For Elect Director Yamada, Kazuhiko 3.7

For For Elect Director Sakamoto, Harumi 3.8

For For Appoint Statutory Auditor Madarame, Hitoshi 4.1

For For Appoint Statutory Auditor Mikami, Akira 4.2

Wuliangye Yibin Co., Ltd. Meeting Date: 09/27/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction




2



3



Wuliangye Yibin Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

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

4


For For Elect Zeng Congqin as Non-Independent Director

5


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



2



3


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

4


For For Elect Zeng Congqin as Non-Independent Director

5

Muthoot Finance Limited Meeting Date: 09/28/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Reelect M G George Muthoot as Director 2

Blended Rationale: A vote AGAINST the following nominee is warranted because: * Pratip Chaudhuri (Item 10) serves on a total of more than six public company boards. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.


Muthoot Finance Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Reelect George Jacob Muthoot as Director 3


For For Approve Reappointment and Remuneration of George Alexander Muthoot as Managing Director

4

Blended Rationale: A vote FOR these resolutions is warranted given the absence of any known issues concerning the nominees and their respective remuneration packages.

For For Approve Reappointment and Remuneration of M G George Muthoot as Whole-time Director

5


For For Approve Reappointment and Remuneration of George Jacob Muthoot as Whole-time Director

6


For For Approve Appointment and Remuneration of George Thomas Muthoot as Whole-time Director

7


For For Elect Ravindra Pisharody as Director 8


For For Elect Vadakkakara Antony George as Director 9


Against For Elect Pratip Chaudhuri as Director 10

Voter Rationale: considered overboarded for serving on a total of more than six public company boards.

Blended Rationale: considered overboarded for serving on a total of more than six public company boards.

For For Approve Payment of Remuneration to Non-Executive Directors

11

Prakash Industries Limited Meeting Date: 09/28/2019 Country: India



Prakash Industries Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For Against

Voter Rationale: Auditors' qualified opinion raises concern over the accuracy and integrity of the company's financial statements.

Blended Rationale: Auditors' qualified opinion raises concern over the accuracy and integrity of the company's financial statements.

For For Reelect Mangi Lal Pareek as Director 2



CARE Ratings Limited Meeting Date: 09/30/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


2

For For Reelect V. Chandrasekaran as Director 3


For For Elect Sonal Gunvant Desai as Director 4


For For Elect Najib Shah as Director 5


For For Elect M Mathisekaran as Director 6


For For Elect Ananth Narayan Gopalakrishnan as Director

7



Mobile TeleSystems PJSC Meeting Date: 09/30/2019 Country: Russia

Meeting Type: Special Ticker: MTSS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Meeting Procedures For For

For For Approve Interim Dividends of RUB 8.68 for First Half Year of Fiscal 2019

2

NOVATEK JSC Meeting Date: 09/30/2019 Country: Russia

Meeting Type: Special Ticker: NVTK

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Amend Charter 2

PC Jeweller Limited Meeting Date: 09/30/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For Against

Voter Rationale: the auditors' qualified opinion raises concern over the accuracy and integrity of the company's financial statements.

Blended Rationale: the auditors' qualified opinion raises concern over the accuracy and integrity of the company's financial statements.

For For Reelect Ramesh Kumar Sharma as Director 2


Petroleo Brasileiro SA Meeting Date: 09/30/2019 Country: Brazil

Meeting Type: Special Ticker: PETR4

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Absorption of Petrobras Logistica de Gas SA (Logigas)

For For

For For Amend Articles and Consolidate Bylaws 2

For For Amend Remuneration of Company's Management

3

Polyus PJSC Meeting Date: 09/30/2019 Country: Russia

Meeting Type: Special Ticker: PLZL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Against For Approve Increase in Share Capital through Issuance of 700,000 Ordinary Shares via Closed Subscription

2

Voter Rationale: Details of the remuneration plan proposed are not disclosed.

Blended Rationale: Details of the remuneration plan proposed are not disclosed.

Polyus PJSC Meeting Date: 09/30/2019 Country: Russia

Meeting Type: Special Ticker: PLZL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Polyus PJSC Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Approve Increase in Share Capital through Issuance of 700,000 Ordinary Shares via Closed Subscription

2

Voter Rationale: Details of the remuneration plan this is being used to fund have not been disclosed.

Blended Rationale: Details of the remuneration plan this is being used to fund have not been disclosed.

Prakash Pipes Limited Meeting Date: 09/30/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Reelect Ved Prakash Agarwal as Director 2




For For Elect Kanha Agarwal as Director 5


For For Approve Appointment and Remuneration of Kanha Agarwal as Managing Director & Chief Executive Officer

6

For For Elect Satram Lokumal Keswani as Director 7


Reliance Capital Limited Meeting Date: 09/30/2019 Country: India



Reliance Capital Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For Against

Voter Rationale: The auditors' qualified opinion has raised concerns regarding the accuracy and integrity of the company's financial statements.

Blended Rationale: The auditors' qualified opinion has raised concerns regarding the accuracy and integrity of the company's financial statements.

Against For Elect Ryna Karani as Director 2

Voter Rationale: Concerns about lack of independence.

Blended Rationale: Concerns about lack of independence.

For For Approve Pathak H.D. & Associates, Chartered Accountants as Auditors

3

For For Elect Rahul Sarin as Director 4

Blended Rationale: A vote AGAINST the following nominees is warranted because: * The board is chaired by a promoter director and the board is not at least one-half independent and Ryna Zaiwalla Karani (Item 2) is a non-independent director nominee. * Chhaya Virani (Item 6) serves on the audit committee and there are significant concerns regarding the company's financial statements. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.

For For Elect Thomas Mathew as Director 5

Blended Rationale: A vote AGAINST the following nominees is warranted because: * The board is chaired by a promoter director and the board is not at least one-half independent and Ryna Zaiwalla Karani (Item 2) is a non-independent director nominee. * Chhaya Virani (Item 6) serves on the audit committee and there are significant concerns regarding the company's financial statements. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.

Against For Reelect Chhaya Virani as Director 6

Voter Rationale: Director serves on the audit committee and there are salient concerns regarding the company's financial statements.

Blended Rationale: Director serves on the audit committee and there are salient concerns regarding the company's financial statements.

Against For Approve Issuance of Non-Convertible Debentuers and/or Other Debt Securities on Private Placement Basis

7

Voter Rationale: This issuance will increase the company's leverage ratio which already exceeds current maximum limits set by the Reserve Bank of India.

Blended Rationale: This issuance will increase the company's leverage ratio which already exceeds current maximum limits set by the Reserve Bank of India.

Against For Approve Sale or Disposal of Assets or Undertakings of the Company, Its Subsidiaries, Associates and Joint Ventures

8

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

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


Renalytix AI Plc Meeting Date: 09/30/2019 Country: United Kingdom

Meeting Type: Annual Ticker: RENX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Elect Julian Baines as Director 2

Blended Rationale: Item 2 A vote FOR the election of Julian Baines is warranted, although it is not without concern because: * Potential independence issues have been identified and he currently sits on the Remuneration Committee, which is not in line with UK best practice recommendations. Furthermore, he is considered to be ultimately responsible for the Company's corporate governance practices, and the following deviations from best practice have been identified: * The Board does not comprise at least two independent NEDs. The main reason for support is: * This is the first AGM of the Company since its IPO in November 2018. As such, some degree of flexibility is considered warranted at this time. Items 3 A vote AGAINST the election of Christopher Mills is warranted because: * A potential independence issue has been identified and he currently sits on the Remuneration Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size; and * Apart from his role as NED of the Company, he also serves various roles at 14 other listed companies, which could compromise his ability to commit sufficient time to his role in the Company. Items 4 & 6 A vote FOR the election of Richard Evans and Erik Lium is warranted, although it is not without concern because: * Potential independence issues have been identified and they currently sit on the Audit Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size. The main reason for support is: * This is the first AGM of the Company since its IPO in November 2018. As such, some degree of flexibility is considered warranted at this time. Item 5 &7 A vote FOR the election of Fergus Fleming and James McCullough is warranted because no significant concerns have been identified Item 8 Despite potential concerns due to her non-independence, a vote FOR the election of Barbara Murphy is warranted as she is not a member of the Audit and Remuneration Committees.

Against For Elect Christopher Mills as Director 3

Voter Rationale: Over boarded with 15 appointments.

Blended Rationale: Over boarded with 15 appointments.

For For Elect Richard Evans as Director 4



Renalytix AI Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Fergus Fleming as Director 5


For For Elect Erik Lium as Director 6


For For Elect James McCullough as Director 7



Renalytix AI Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Barbara Murphy as Director 8


For For Appoint PKF Littlejohn LLP as Auditors and Authorise Their Remuneration

9




11


Rosneft Oil Co. Meeting Date: 09/30/2019 Country: Russia

Meeting Type: Special Ticker: ROSN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Interim Dividends of RUB 15.34 for First Half Year of Fiscal 2019

For For

Trident Limited Meeting Date: 09/30/2019 Country: India



Trident Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Accept Financial Statements and Statutory Reports

For For

Blended Rationale: While the auditors' report includes an emphasis of matter, their opinion remains unqualified. As such, a vote FOR this resolution is warranted.

For For Accept Consolidated Financial Statements and Statutory Reports

1b

Blended Rationale: While the auditors' report includes an emphasis of matter, their opinion remains unqualified. As such, a vote FOR this resolution is warranted.

For For Approve Dividend 2a

Blended Rationale: A vote FOR this resolution is warranted because this is a routine dividend proposal.

For For Approve Interim Dividends 2b

Blended Rationale: A vote FOR this resolution is warranted because this is a routine dividend proposal.

For For Reelect Rajinder Gupta as Director 3

Blended Rationale: A vote AGAINST Deepak Nanda (Item 4) is warranted given he is an executive director serving on the audit committee.A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.

Against For Reelect Deepak Nanda as Director 4

Voter Rationale: Independent oversight is sought for Committee.

Blended Rationale: Independent oversight is sought for Committee.


Against For Approve Payment of Commission to Rajinder Gupta as Non-Executive Directors

6

Voter Rationale: Proposed commission rate exceeds market norm.

Blended Rationale: Proposed commission rate exceeds market norm.

Against For Approve Annual Remuneration Payable to Single Non-Executive Director in Excess of Limit of Total Annual Remuneration Payable to All Non-Executive Directors

7

Voter Rationale: Proposed commission rate exceeds market norm.

Blended Rationale: Proposed commission rate exceeds market norm.

For For Reelect Pallavi Shardul Shroff as Director 8


For For Reelect Rajiv Dewan as Director 9



Trident Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Amandeep as Director 10


For For Approve Appointment and Remuneration of Amandeep as Managing Director

11

Voter Rationale: Lack of adequate rationale for proposed minimum remuneration in the event of loss or inadequacy of profits; and the latter should be linked to company performance.

Blended Rationale: Lack of adequate rationale for proposed minimum remuneration in the event of loss or inadequacy of profits; and the latter should be linked to company performance.

Against For Approve Appointment and Remuneration of Deepak Nanda as Whole-time Director

12

Voter Rationale: Lack of adequate rationale for proposed minimum remuneration in the event of loss or inadequacy of profits; and the latter should be linked to company performance.

Blended Rationale: Lack of adequate rationale for proposed minimum remuneration in the event of loss or inadequacy of profits; and the latter should be linked to company performance.


13

Voter Rationale: Preemptive rights are a key investor protection measure; dilution is deemed excessive.

Blended Rationale: Preemptive rights are a key investor protection measure; dilution is deemed excessive.

For For Approve Issuance of Non-Convertible Debentures on Private Placement Basis

14

For For Approve Sub-Division of Equity Shares 15

Blended Rationale: A vote FOR these resolutions is warranted given the proposals may improve the marketability and liquidity of the company's shares and would have no material economic impact on shareholders.

For For Amend Capital Clause of the Memorandum of Association Re: Sub-Division of Equity Shares

16

Blended Rationale: A vote FOR these resolutions is warranted given the proposals may improve the marketability and liquidity of the company's shares and would have no material economic impact on shareholders.


For For Amend Trident Employee Stock Option Plan 2007

18a

For For Amend Trident Employee Stock Option Scheme 2015

18b