west yorkshire pension fund · carclo plc 05-09-2019 egm information only meeting miton uk microcap...

West Yorkshire Pension Fund


PROXY VOTING REVIEW

PERIOD 1st July 2019 to 30th September 2019

01-07-2019 to 30-09-2019 1 of 152


Contents

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

2 Notable Oppose Vote Results With Analysis 21

3 Oppose/Abstain Votes With Analysis 39

4 Appendix 150

01-07-2019 to 30-09-2019 2 of 152


1 Resolution Analysis

• Number of resolutions voted: 1847 (note that it MAY include non-voting items).

• Number of resolutions supported by client: 1331

• Number of resolutions opposed by client: 406

• Number of resolutions abstained by client: 89

• Number of resolutions Non-voting: 5

• Number of resolutions Withheld by client: 13

• Number of resolutions Not Supported by client: 0

1.1 Number of meetings voted by geographical location

Location Number of Meetings Voted

UK & BRITISH OVERSEAS 98

EUROPE & GLOBAL EU 27

USA & CANADA 6

ASIA 14

AUSTRALIA & NEW ZEALAND 3

SOUTH AMERICA 12

TOTAL 160

01-07-2019 to 30-09-2019 3 of 152


1.2 Number of Resolutions by Vote Categories

Vote Categories Number of Resolutions

For 1331

Abstain 89

Oppose 406

Non-Voting 5

Not Supported 0

Withhold 13

US Frequency Vote on Pay 1

Withdrawn 0

TOTAL 1847

01-07-2019 to 30-09-2019 4 of 152


1.3 List of meetings not voted and reasons why

Company Meeting Date Type Comment

MUEHL PRODUCT & SERVICE AG 29-08-2019 AGM No ballot received

QUIZ PLC 04-09-2019 AGM No ballot received

CARCLO PLC 05-09-2019 EGM Information only meeting

MITON UK MICROCAP TRUST PLC 11-09-2019 AGM Zero available shares

ECORODOVIAS INFRAESTRUTURA E LOGISTICA 13-09-2019 EGM Zero available shares

01-07-2019 to 30-09-2019 5 of 152


1.4 List of meetings with rejected votes and reasons why

Company Meeting Date Type Comment

MILLS ESTRUTURAS E SERVICOS 22-07-2019 EGM No Power of Attorney

01-07-2019 to 30-09-2019 6 of 152


1.5 Number of Votes by Region

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

UK & BRITISH OVERSEAS 1009 59 256 1 0 2 0 0 1327

EUROPE & GLOBAL EU 188 16 88 2 0 0 0 1 295

USA & CANADA 30 2 9 0 0 11 0 0 52

ASIA 49 7 40 1 0 0 0 0 97

AUSTRALIA & NEW ZEALAND 14 0 8 1 0 0 0 0 23

SOUTH AMERICA 41 5 5 0 0 0 0 0 51

TOTAL 1331 89 406 5 0 13 0 1 1847

01-07-2019 to 30-09-2019 7 of 152


1.6 Votes Made in the Portfolio Per Resolution Category

Portfolio

For Abstain Oppose Non-Voting Not Supported Withheld Withdrawn

All Employee Schemes 9 0 2 0 0 0 0

Annual Reports 127 32 58 0 0 1 0

Articles of Association 52 3 3 0 0 0 0

Auditors 119 16 47 0 0 1 0

Corporate Actions 9 1 3 0 0 0 0

Corporate Donations 25 4 1 0 0 0 0

Debt & Loans 2 0 1 0 0 0 0

Directors 612 19 116 0 0 11 0

Dividend 93 0 0 0 0 0 0

Executive Pay Schemes 1 0 16 0 0 0 0

Miscellaneous 82 4 10 0 0 0 0

NED Fees 9 3 9 0 0 0 0

Non-Voting 0 0 0 5 0 0 0

Say on Pay 0 2 4 0 0 0 0

Share Capital Restructuring 8 0 0 0 0 0 0

Share Issue/Re-purchase 179 5 135 0 0 0 0

Shareholder Resolution 4 0 1 0 0 0 0

01-07-2019 to 30-09-2019 8 of 152


1.7 Votes Made in the UK Per Resolution Category

UK



Remuneration Reports 26 19 26 0 0 0 0

Remuneration Policy 6 4 10 0 0 0 0

Dividend 73 0 0 0 0 0 0

Directors 463 12 54 0 0 0 0

Approve Auditors 32 14 32 0 0 1 0

Share Issues 136 4 5 0 0 0 0

Share Repurchases 14 0 59 0 0 0 0


All-Employee Schemes 8 0 2 0 0 0 0

Political Donations 25 4 1 0 0 0 0


Mergers/Corporate Actions 6 0 2 0 0 0 0

Meeting Notification related 50 0 1 0 0 0 0

All Other Resolutions 87 2 45 1 0 0 0


01-07-2019 to 30-09-2019 9 of 152


1.8 Votes Made in the US Per Resolution Category

US/Global US & Canada





Auditors 0 0 4 0 0 0 0



Debt & Loans 0 0 0 0 0 0 0

Directors 23 1 2 0 0 11 0

Dividend 0 0 0 0 0 0 0



NED Fees 0 0 0 0 0 0 0

Non-Voting 0 0 0 0 0 0 0

Say on Pay 0 1 3 0 0 0 0



01-07-2019 to 30-09-2019 10 of 152


1.9 Shareholder Votes Made in the US Per Resolution Category

US/Global US and Canada


Social Policy

Political Spending/Lobbying 0 1 0 0 0 0 0

Corporate Governance

Other 0 1 0 0 0 0 0

01-07-2019 to 30-09-2019 11 of 152


1.10 Votes Made in the EU Per Resolution Category

EU & Global EU





Auditors 11 2 5 0 0 0 0



Debt & Loans 1 0 0 0 0 0 0

Directors 97 3 40 0 0 0 0

Dividend 9 0 0 0 0 0 0



NED Fees 7 2 4 0 0 0 0

Non-Voting 0 0 0 2 0 0 0

Say on Pay 0 0 1 0 0 0 0




01-07-2019 to 30-09-2019 12 of 152


1.11 Votes Made in the GL Per Resolution Category

Global





Auditors 5 0 6 0 0 0 0



Debt & Loans 1 0 1 0 0 0 0

Directors 29 3 20 0 0 0 0

Dividend 9 0 0 0 0 0 0



NED Fees 2 1 5 0 0 0 0

Non-Voting 0 0 0 2 0 0 0

Say on Pay 0 0 0 0 0 0 0




01-07-2019 to 30-09-2019 13 of 152


1.12 Geographic Breakdown of Meetings All Supported

SZ

Meetings All For AGM EGM

3 0 0 0

AS


14 2 0 2

UK


98 19 3 16

EU


27 3 0 3

SA


12 6 0 6

GL


0 0 0 0

JP


0 0 0 0

US


6 2 0 2

TOTAL


160 32 3 29

01-07-2019 to 30-09-2019 14 of 152


1.13 List of all meetings voted

Company Meeting Date Type Resolutions For Abstain Oppose

DOMINO’S PIZZA GROUP PLC 01-07-2019 EGM 1 1 0 0

COSAN LIMITED 01-07-2019 AGM 5 4 0 1

ASSURA PLC 02-07-2019 AGM 16 11 2 3

FIBRA PROLOGIS PROPERTY MEXICO 02-07-2019 EGM 3 2 0 1

KOREA GAS CORP 03-07-2019 EGM 3 0 3 0

JD SPORTS FASHION PLC 03-07-2019 AGM 15 10 1 4

C&C GROUP PLC 04-07-2019 AGM 19 16 0 3

GREAT PORTLAND ESTATES PLC 04-07-2019 AGM 17 11 1 5

3I INFRASTRUCTURE PLC 04-07-2019 AGM 16 15 1 0

SAINSBURY (J) PLC 04-07-2019 AGM 21 17 0 4

BANCA POPOLARE EMILIA ROMAGNA 04-07-2019 EGM 5 5 0 0

DP AIRCRAFT I LIMITED 08-07-2019 AGM 6 4 0 2

AVEVA GROUP PLC 08-07-2019 AGM 18 14 0 4

NON-STANDARD FINANCE PLC 08-07-2019 EGM 1 1 0 0

MARKS & SPENCER GROUP PLC 09-07-2019 AGM 21 18 0 3

KINGFISHER PLC 09-07-2019 AGM 21 17 0 4

BT GROUP PLC 10-07-2019 AGM 21 19 0 2

JPMORGAN EUROPEAN SMALLER COMP TRUST PLC 10-07-2019 AGM 12 11 0 1

BIFFA PLC 10-07-2019 AGM 17 14 0 3

ALSTOM SA 10-07-2019 AGM 15 7 0 8

ELLAKTOR SA 11-07-2019 AGM 10 4 0 6

THE BIOTECH GROWTH TRUST PLC 11-07-2019 AGM 13 11 1 1

LONDONMETRIC PROPERTY PLC 11-07-2019 AGM 18 13 1 4

LAND SECURITIES GROUP PLC 11-07-2019 AGM 21 11 3 7

TEMPLETON EMERGING MARKETS I.T. PLC 11-07-2019 AGM 16 16 0 0

SPEEDY HIRE PLC 11-07-2019 AGM 18 14 0 4

01-07-2019 to 30-09-2019 15 of 152


XXL ASA 11-07-2019 EGM 4 3 0 1

VTECH HLDGS LTD 12-07-2019 AGM 9 4 0 5

DCC PLC 12-07-2019 AGM 21 18 1 2

AMIGO HOLDINGS PLC 12-07-2019 AGM 20 15 1 4

CONSTELLATION BRANDS, INC. 16-07-2019 AGM 12 6 0 5

HICL INFRASTRUCTURE PLC 16-07-2019 AGM 16 15 0 1

INDITEX (INDUSTRIA DE DISENO TEXTIL) SA 16-07-2019 AGM 20 12 3 5

BURBERRY GROUP PLC 17-07-2019 AGM 19 13 0 6

SEVERN TRENT PLC 17-07-2019 AGM 21 15 1 5

JOHNSON MATTHEY PLC 17-07-2019 AGM 21 18 1 2

ROYAL MAIL PLC 18-07-2019 AGM 19 16 1 2

BABCOCK INTERNATIONAL GROUP PLC 18-07-2019 AGM 22 17 1 4

SSE PLC 18-07-2019 AGM 20 17 1 2

TARGET HEALTHCARE REIT LTD 18-07-2019 COURT 1 1 0 0

TARGET HEALTHCARE REIT LTD 18-07-2019 EGM 1 1 0 0

CIR-COMPAGNIE INDUSTRIALI RIUNITE 19-07-2019 EGM 1 1 0 0

BRITISH LAND COMPANY PLC 19-07-2019 AGM 23 20 0 3

HOMESERVE PLC 19-07-2019 AGM 19 14 0 5

GCL-POLY ENERGY HLDG LTD 19-07-2019 EGM 1 0 1 0

PREMIER TECHNICAL SERVICES GROUP PLC 22-07-2019 EGM 2 1 0 1

PREMIER TECHNICAL SERVICES GROUP PLC 22-07-2019 COURT 1 1 0 0

BANCO SANTANDER SA 22-07-2019 EGM 2 2 0 0

MILLS ESTRUTURAS E SERVICOS 22-07-2019 EGM 3 3 0 0

MITON UK MICROCAP TRUST PLC 23-07-2019 EGM 1 1 0 0

SCAPA GROUP PLC 23-07-2019 AGM 21 15 2 4

STOBART GROUP LIMITED 23-07-2019 AGM 16 12 1 3

SINGAPORE TELECOMMUNICATIONS 23-07-2019 AGM 12 10 0 2

TR PROPERTY INVESTMENT TRUST PLC 23-07-2019 AGM 12 11 0 1

01-07-2019 to 30-09-2019 16 of 152


VODAFONE GROUP PLC 23-07-2019 AGM 23 19 2 2

EFG EUROBANK ERGASIAS SA 24-07-2019 AGM 5 1 3 1

EXPERIAN PLC 24-07-2019 AGM 17 14 0 3

VERTU MOTORS PLC 24-07-2019 AGM 15 9 1 5

QINETIQ GROUP PLC 24-07-2019 AGM 21 18 0 3

MEDICLINIC INTERNATIONAL PLC 24-07-2019 AGM 21 17 2 2

PENNON GROUP PLC 25-07-2019 AGM 19 16 1 2

MONTANARO UK SMALLER COMPANIES I.T. PLC 25-07-2019 AGM 12 12 0 0

MACQUARIE GROUP LTD 25-07-2019 AGM 9 5 0 3

HALMA PLC 25-07-2019 AGM 20 17 0 3

GB GROUP PLC 25-07-2019 AGM 11 6 1 4

TATE & LYLE PLC 25-07-2019 AGM 22 19 0 3

INTERMEDIATE CAPITAL GROUP 25-07-2019 AGM 19 14 1 4

FIRSTGROUP PLC 25-07-2019 AGM 20 16 1 3

VP PLC 25-07-2019 AGM 16 7 2 7

SIMEC ATLANTIS ENERGY LIMITED 26-07-2019 AGM 10 5 0 5

UNITED UTILITIES GROUP PLC 26-07-2019 AGM 23 19 1 3

REDT ENERGY PLC 26-07-2019 AGM 6 4 0 2

B&M EUROPEAN VALUE RETAIL SA 26-07-2019 AGM 22 18 1 3

LINDE PLC 26-07-2019 AGM 17 13 0 3

BCA MARKETPLACE PLC 29-07-2019 EGM 1 1 0 0

BCA MARKETPLACE PLC 29-07-2019 COURT 1 1 0 0

CRANSWICK PLC 29-07-2019 AGM 18 14 1 3

NATIONAL GRID PLC 29-07-2019 AGM 26 19 1 6

ZTE CORP 29-07-2019 EGM 3 2 0 1

BREMBO SPA 29-07-2019 EGM 2 1 0 1

STERIS PLC 30-07-2019 AGM 13 3 1 9

NATIONAL BANK OF GREECE 31-07-2019 AGM 21 16 1 4

01-07-2019 to 30-09-2019 17 of 152


CHOW TAI FOOK JEWELLERY 02-08-2019 AGM 14 7 0 7

SEQUOIA ECONOMIC INFRASTRUCTURE INCOME FUND 05-08-2019 AGM 11 10 1 0

FUBON FINANCIAL HOLDING CO 06-08-2019 EGM 1 1 0 0

SEABIRD EXPLORATION LTD 09-08-2019 AGM 14 11 0 3

JLEN ENVIRONMENTAL ASSETS GROUP LIMITED 14-08-2019 AGM 14 13 1 0

QUALICORP SA 15-08-2019 EGM 2 2 0 0

UK MORTGAGES LIMITED 16-08-2019 EGM 2 2 0 0

WANT WANT CHINA HLDGS LTD 20-08-2019 AGM 15 7 1 7

CHINA GAS HOLDINGS LTD 21-08-2019 AGM 12 5 0 7

LUK FOOK HLDGS 22-08-2019 AGM 12 7 0 5

TELE2 AB 22-08-2019 EGM 8 6 0 0

SUZANO SA 23-08-2019 EGM 3 3 0 0

MEXICHEM SAB DE CV 26-08-2019 EGM 2 2 0 0

IOMART GROUP PLC 27-08-2019 AGM 11 6 1 4

ONEMARKET LIMITED 28-08-2019 AGM 3 0 0 3

BANK MANDIRI (PERSERO) TBK 28-08-2019 EGM 2 0 1 1

BBA AVIATION PLC 28-08-2019 EGM 1 1 0 0

EL PUERTO DE LIVERPOOL SA 28-08-2019 EGM 4 0 4 0

MUEHL PRODUCT & SERVICE AG 29-08-2019 AGM 1 0 1 0

PERUSAHAAN GAS NEGARA TBK 30-08-2019 EGM 2 0 1 0

DISTRIBUIDORA INTERNACIONAL de ALIMENTACION 30-08-2019 EGM 11 7 0 4

DS SMITH PLC 03-09-2019 AGM 18 12 0 6

SEVERFIELD PLC 03-09-2019 AGM 18 13 2 3

MERLIN ENTERTAINMENTS PLC 03-09-2019 COURT 1 1 0 0

MERLIN ENTERTAINMENTS PLC 03-09-2019 EGM 1 1 0 0

QUIZ PLC 04-09-2019 AGM 11 8 1 2

MEDIASET SPA 04-09-2019 EGM 1 0 0 1

DART GROUP PLC 05-09-2019 AGM 12 5 0 7

01-07-2019 to 30-09-2019 18 of 152


DIXONS CARPHONE PLC 05-09-2019 AGM 21 15 2 4

LINX SA 05-09-2019 EGM 20 18 0 2

CARCLO PLC 05-09-2019 EGM 1 0 0 0

CIVITAS SOCIAL HOUSING PLC 05-09-2019 AGM 16 16 0 0

GREENE KING PLC 06-09-2019 AGM 17 15 0 2

CATCO REINSURANCE OPPORTUNITIES 06-09-2019 EGM 2 2 0 0

CATCO REINSURANCE OPPORTUNITIES 06-09-2019 CLASS 2 2 0 0

ENGIE BRASIL ENERGIA SA 09-09-2019 EGM 1 0 0 1

GCL-POLY ENERGY HLDG LTD 09-09-2019 EGM 1 1 0 0

ASHTEAD GROUP PLC 10-09-2019 AGM 19 10 2 6

FOLLI FOLLIE GROUP 10-09-2019 AGM 5 0 0 5

FOLLI FOLLIE GROUP 10-09-2019 AGM 10 0 0 10

COMPAGNIE FINANCIERE RICHEMONT SA 11-09-2019 AGM 33 22 0 11

MITON UK MICROCAP TRUST PLC 11-09-2019 AGM 14 12 0 2

SUPERDRY PLC 11-09-2019 AGM 18 13 1 4

JYSKE BANK 11-09-2019 EGM 2 1 0 1

MONTANARO EUROPEAN SMALLER C.TST PLC 12-09-2019 AGM 11 10 0 1

XPS PENSIONS GROUP PLC 12-09-2019 AGM 17 11 3 3

VAN ELLE HOLDINGS PLC 12-09-2019 AGM 6 4 2 0

ECORODOVIAS INFRAESTRUTURA E LOGISTICA 13-09-2019 EGM 3 2 1 0

BCA MARKETPLACE PLC 16-09-2019 AGM 16 11 2 3

WAREHOUSE REIT PLC 16-09-2019 AGM 17 12 0 5

COBHAM PLC 16-09-2019 COURT 1 1 0 0

COBHAM PLC 16-09-2019 EGM 2 2 0 0

MULBERRY GROUP PLC 17-09-2019 AGM 8 4 0 4

NATURA COSMETICOS SA 17-09-2019 EGM 3 3 0 0

MARLOWE PLC 18-09-2019 AGM 9 6 0 3

ALIMENTATION COUCHE-TARD INC 18-09-2019 AGM 15 6 0 9

01-07-2019 to 30-09-2019 19 of 152


DIAGEO PLC 19-09-2019 AGM 21 18 0 3

CAMBIUM GLOBAL TIMBERLAND 19-09-2019 AGM 6 5 0 1

NIKE INC. 19-09-2019 AGM 5 2 1 2

RYANAIR HOLDINGS PLC 19-09-2019 AGM 19 5 2 12

AUTO TRADER GROUP PLC 19-09-2019 AGM 17 13 0 4

DWF GROUP PLC 20-09-2019 AGM 21 14 1 6

NAVER CORP 20-09-2019 EGM 1 0 1 0

NORTHGATE PLC 23-09-2019 AGM 18 13 2 3

FEDEX CORPORATION 23-09-2019 AGM 17 12 1 4

MERCIA ASSET MANAGEMENT PLC 24-09-2019 AGM 8 6 0 2

DSV A/S 24-09-2019 EGM 6 3 2 1

CIA DE SANEAMENTO DO PARANA 24-09-2019 EGM 2 2 0 0

SOPHOS GROUP PLC 25-09-2019 AGM 20 12 0 8

JOULES GROUP PLC 25-09-2019 AGM 18 9 1 8

NCC GROUP PLC 25-09-2019 AGM 20 16 2 2

CARCLO PLC 25-09-2019 AGM 9 7 0 2

SUNCORP GROUP LTD 26-09-2019 AGM 11 9 0 2

JIANGSU EXPRESSWAY COMPANY 26-09-2019 EGM 1 1 0 0

ALCENTRA EUROPEAN FLOATING RATE INCOME FUND 26-09-2019 AGM 13 11 0 2

KROMEK GROUP PLC 26-09-2019 AGM 9 6 0 3

SEABIRD EXPLORATION LTD 27-09-2019 EGM 4 2 2 0

QUADRISE FUELS INTERNATIONAL 27-09-2019 EGM 2 2 0 0

01-07-2019 to 30-09-2019 20 of 152


2 Notable Oppose Vote Results With Analysis

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

ASSURA PLC AGM - 02-07-2019

2. Approve Remuneration PolicyPolicy rating: BDBChanges, The maximum opportunity in annual bonus will increase from 100% of the salary for the CEO to 125% of the salary and for the Executives from 75% of thesalary to 100% of the salary. The exceptional limit of 300% for the PSP awards have been removed. Shareholding requirement will remain at 300% for any Executivehas awarded the VCP (introduced in 2013 and vested on 2017).For Executives joining after the VCP the shareholding requirement will be reduced from 300% to 200%.In addition, a two-year holding period will be added to the long-term Incentive plan (PSP) which is welcomed. Annual Bonus, maximum opportunity will be at 125%for the CEO and 100% for the Executives. Performance measures are set annually based on a number of financial and strategic measures. Annual Bonus is payable50% in cash and 50% is deferred into shares for a two-year period which is in line with best practises. Bonus payments are subject to malus and clawback provisions.Long-term Incentive Plan (PSP), maximum opportunity is 150% of the salary. The Remuneration Committee may set such performance conditions on PSP awards asit considers appropriate (whether financial or non-financial and whether corporate, divisional or individual). Vesting period for the PSP awards are three years, with atwo-year post vesting holding period, added which is welcomed and in line with best practises. PSP awards are subject to Malus and Clawback. Pension contributionsare maximum at 13.5% of the salary for the Executives, however for any new Executive the Remuneration Committee will align the pension provision with the generalworkforce levels.

Vote Cast: Oppose Results: For: 89.4, Abstain: 0.0, Oppose/Withhold: 10.6,

JD SPORTS FASHION PLC AGM - 03-07-2019

4. Re-elect Peter CowgillExecutive Chair. It is a generally accepted norm of good practice that the Chairman of the Board should act with a proper degree of independence from the Company’smanagement team when exercising his or her oversight of the functioning of the Board. Holding an executive position is incompatible with this and a vote to Oppose isrecommended.


6. Re-elect Andrew LeslieNon-Executive Director. Not considered independent owing to a tenure of over nine years. However, there is sufficient independent representation on the Board.Support is recommended.

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

11. Approve Grant of Special Bonus to Peter CowgillIt is proposed by the Board to award the Executive Chairman with a special bonus of GBP 1.5 million, which shall be paid in four equal instalments of GBP 350,000

01-07-2019 to 30-09-2019 21 of 152


in the following period: 1 October 2019, 1 February 2020, 1 October 2020 and1 February 2021. The award is proposed because the Executive Chairman has notreceived any LTIP award for the last two years, and he is intended not to receive one. In addition, the Chairman has not received a pension contribution payments since2013. The payment is recommended in part to compensate the Executive Chairman and in part to recognize the exceptional performance he has in the previous years.The Executive Chairman has a remuneration for the year under review close to GBP 2,552,000, of which GBP 1,700,000 was the annual Bonus he received and is at200% of the salary. In addition, the Annual Bonuses the Chair has received in the last three years are: 2016: GBP 1,516,000, 2017: GBP 1,534,000 and 2018: GBP1,700,000, which are on 200% of the salary for each year. If the Executive is awarded the Special Bonus his variable pay will exceed 200% which is the limit accordingto Best Practises. Additionally, the Company don’t disclose how the Special Bonus is calculated and with what criteria . Based on this opposition is recommended.


AVEVA GROUP PLC AGM - 08-07-2019

2. Approve the Remuneration ReportDisclosure: All elements of the Single Total Remuneration Table are adequately disclosed. The increase in CEO salary is in line with the rest Company. The CEOreceived an increase to his base salary of 2,6% in line with the average increase of the UK workforce. CEO’s salary is considered to be above the median range of theCEO salaries in the peer group.Balance: The balance of CEO realized pay with financial performance is not considered acceptable as the change in CEO total pay over the last five years is notaligned to the change in TSR over the same period. Over the five-year period average annual increase in CEO pay has been approximately 157.6% whereas, onaverage, TSR has increased by 26.35%. This is caused partially by the vesting of the ’buy-out’ award amounting to GBP 5,708,000 for the CEO as compensation forthe loss of significant equity awards on leaving PTC.The CEO’s total variable pay for the year under review is comprised from the Annual Bonus award and amounts to122.4% of base salary which is not deemed to be overly excessive.however the CEO has been awarded a one-off award of GBP 5,708,000 millions which is 815% ofthe salary and is deemed inappropriately excessive. The ratio of CEO pay compared to average employee pay is slightly non appropriate at 21:1.Buy-out awards made in relation to the recruitment of Craig Hayman are not considered appropriate. The total value of awards made to Mr Hayman amount to GBP5,708,000.00 which is considered highly excessive.The buy-out awards are not subject to performance conditions which is not considered appropriate. Awards aresubject to repayment within three years if Craig Hayman is dismissed within three years of joining.Rating: AE


5. Re-elect Emmanuel BabeauNon-Executive Director. Not considered independent this director was appointed to the Board by Schneider Electric, the Company’s controlling shareholder. However,there is sufficient independent representation on the Board. Support is recommended.


01-07-2019 to 30-09-2019 22 of 152


KINGFISHER PLC AGM - 09-07-2019

2. Approve the Remuneration ReportDisclosure: All elements of the Single Figure Total Remuneration Table are adequately disclosed. Next year’s fees and salaries for all directors are clearly stated.Balance:The changes in CEO pay over the last five years are considered in line with changes in Company’s TSR performance over the same period. The CEO’s variable pay forthe year under review is not considered excessive as it is less than 200% of salary. The changes in CEO salary are considered in line with the changes in the averageemployee salary. The CEO salary is between the upper and lower quartile of its peer group. The ratio of CEO pay compared to median employee pay is consideredexcessive at 97:1.Rating: AB.


17. Issue Shares with Pre-emption RightsThe authority is limited to 33% of the Company’s issued share capital and expires at the next AGM. Within acceptable limits.


MARKS & SPENCER GROUP PLC AGM - 09-07-2019

19. Meeting Notification-related ProposalAll companies should aim to provide at least 20 working days notice for general meetings in order to give shareholders sufficient time to consider what are oftencomplex issues. However, as the proposed change is permissible by the Companies Act, support is recommended.


BIFFA PLC AGM - 10-07-2019

8. Elect Ken LeverChair of the Nomination Committee and no target has been set to increase the level of female representation on the Board, which currently falls below the recommended33% target. Opposition is recommended.


01-07-2019 to 30-09-2019 23 of 152


ALSTOM SA AGM - 10-07-2019

4. Reelect Henri Poupart-Lafarge as DirectorChair and CEO. Combined roles at the head of the Company. There should be a clear division of responsibilities at the head of the Company between the running ofthe board and the executive responsibility for the running of the Company’s business. No one individual should have unfettered powers of decision. Combining the tworoles in one person represents a concentration of power that is potentially detrimental to board balance, effective debate, and board appraisal.


9. Approve Compensation of Chair and CEOIt is proposed to approve the remuneration paid or due to chair and CEO with an advisory vote.The payout is in line with best practice, under 200% of the fixedsalary. However, the Company has not fully disclosed quantified targets against which the achievements and the corresponding variable remuneration has beencalculated. Although a common practice in this market as this is deemed to be sensitive information, it prevents an accurate assessment and may lead to overpaymentagainst underperformance. In addition, there are no claw back clauses in place over the entirety of the variable remuneration component which makes it unlikely thatshareholders will be able to reclaim any variable remuneration unfairly paid out. On this basis, opposition is recommended.


TEMPLETON EMERGING MARKETS I.T. PLC AGM - 11-07-2019

8. Re-elect Gregory E JohnsonNon-Executive Director. Not considered independent as the Director is President and Chief Executive Officer of Franklin Resources, Inc, the parent company of theInvestment Manager. However, there is sufficient independent representation on the Board. Support is recommended.


DCC PLC AGM - 12-07-2019

4(d). Re-elect Pamela KirbyIndependent Non-Executive Director.


4(e). Re-elect Jane LodgeIndependent Non-Executive Director.


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CONSTELLATION BRANDS, INC. AGM - 16-07-2019

1.2. Elect Jerry FowdenNon-Executive Director. Not considered independent owing to a tenure of over nine years. However, there is sufficient independent representation on the Board.Support is recommended.


1.5. Elect James A. Locke, IIISenior Independent Director. Not considered independent owing to a tenure of over nine years.It is considered that the senior independent director should be consideredindependent, irrespective of the level of independence of the Board. A withhold vote is recommended.

Vote Cast: Withhold Results: For: 82.6, Abstain: 0.0, Oppose/Withhold: 17.4,

1.6. Elect Daniel J. McCarthyIndependent Non-Executive Director.


1.10. Elect Judy A. SchmelingIndependent Non-Executive Director.


JOHNSON MATTHEY PLC AGM - 17-07-2019



BRITISH LAND COMPANY PLC AGM - 19-07-2019



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23. Meeting Notification-related ProposalAll companies should aim to provide at least 20 working days notice for general meetings in order to give shareholders sufficient time to consider what are oftencomplex issues. However, as the proposed change is permissible by the Companies Act, support is recommended.


HOMESERVE PLC AGM - 19-07-2019

2. Approve the Remuneration ReportDisclosure:All elements of the Single Total Remuneration Table are adequately disclosed. A 2% increase in the CEO’s salary is considered in line with a 3.6% increasefor other employees. The CEO’s salary is considered in the median of a comparator group.Balance:The CEO’s realized variable pay for the year under review is considered excessive at 702.9% of salary (Annual Bonus: 74.9%, LTIP: 628%). The LTIP awardfor the year is considered excessive The ratio of CEO to average employee pay has been estimated and is found unacceptable at 25:1. Changes in CEO pay over thelast five years are not considered to be in line with changes in Company’s TSR performance over the same period.Rating: BE




TR PROPERTY INVESTMENT TRUST PLC AGM - 23-07-2019

5. Re-elect Hugh SeabornChair. Not considered independent owing to a tenure of over nine years on the Board. It is a generally accepted norm of good practice that the Chair of the Boardshould act with a proper degree of independence from the Company’s management team when exercising his or her oversight of the functioning of the Board.


VODAFONE GROUP PLC AGM - 23-07-2019

15. Approve the Remuneration ReportDisclosure:All elements of the Single Total Remuneration Table are adequately disclosed. CEO salary is in line with the workforce since the CEO salary decrease by17.7% when the workforce increase by 5.1%. The CEO salary is at upper quartile of the competitors group.Balance:The balance of CEO realized pay with financial performance is considered acceptable as the change in CEO total pay over the last five years is aligned to

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the change in TSR over the same period. Over the five-year period average annual increase in CEO pay has been approximately 1.11% whereas, on average, TSRhas decreased by 2.71%. The CEO’s total realized variable pay is considered acceptable at 183.6% of salary (Annual Bonus: 97.4%, LTIP:86.2%). The ratio of CEOto average employee pay has been estimated and is found unacceptable at 43:1.Rating: AC

Vote Cast: Abstain Results: For: 86.2, Abstain: 1.6, Oppose/Withhold: 12.2,

STOBART GROUP LIMITED AGM - 23-07-2019

4. Re-elect John CoombsIndependent Non-Executive Director.


12. Approve the Remuneration ReportAll elements of the Single Total Remuneration Table are adequately disclosed. Also, the CEO’s salary is in the median of PIRC’s comparator group. However, theincrease in CEO salary is not in line with the salary of the entire workforce. The CEO’s salary increased by 3% while the salary of the entire workforce decreased by10.7%. The Company states that the average increase awarded to the wider workforce is not reflected within the calculations due to the increase in employee numberswithin certain areas of the business where average salaries are typically lower than the average across the Group. The balance of CEO realised pay with financialperformance is not considered acceptable as the change in CEO total pay over the last five years is not aligned to the change in TSR over the same period. Overthe five year period average annual increase in CEO pay has been approximately 198.74% whereas, on average, TSR has increased by 14.42%. However, the Totalvariable pay for the year under review is considered appropriate amounting to approximately 73% of salary which is inclusive of only the Annual Bonus. The ratio ofCEO pay compared to average employee pay has been estimated and considered unacceptable at 22:1Rating: BD


14. Issue Shares for CashAuthority is limited to 5% of the Company’s issued share capital and will expire at the next AGM. Within acceptable limits.


MEDICLINIC INTERNATIONAL PLC AGM - 24-07-2019

2. Approve the Remuneration ReportOverall disclosure is adequate. As reported by the Company the CEO’s salary is in line with the rest of the Company, as the CEO’s salary did not change while thesalaries of all employees increased by 5.61%. Total variable pay for the year under review is not excessive, amounting to 18% of the CEO’s salary. The CEO’s salary isin the lower quartile of the Company’s comparator group. Variable pay for the year under review consisted only of annual STI awards, as no LTIP awards to executive

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directors were due to vest in the reporting period. However, changes in the CEO’s total remuneration over the past four years are not in line with changes in TSRduring the same period. The ratio of CEO to average employee pay has been estimated and is considered appropriate at less than 20:1. However, the use of adjustedmetrics to determine incentive awards is also considered inappropriate.Rating: AC.


17. Approve Political DonationsThe proposed authority is subject to an overall aggregate limit on political donations and expenditure of GBP 100,000. The Company did not make any politicaldonations or incur any political expenditure and has no intention either now or in the future of doing so. Within recommended limits.






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


QINETIQ GROUP PLC AGM - 24-07-2019

2. Approve the Remuneration ReportThe change in the CEO’s salary is in line with the rest of the Company, as the CEO’s salary increased by 2.5% and the salaries of the Company’s chosen comparatorgroup (employees in the UK principal businesses) rose by 3.5%. Changes in CEO pay in the last five years are considered to be in line with changes in TSR over thesame period. Total variable pay for the year under review is not excessive, amounting to 171.5% of salary for the CEO; variable pay consisted only of Bonus BankingPlan awards, as performance conditions for the PSP were not met and therefore no awards vested. The ratio of CEO pay compared to average employee pay is not

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acceptable at 30:1. The remuneration report received significant opposition (10.65%) at the last AGM, and the Company have not adequately responded.Rating: CC.


10. Re-elect Susan SearleIndependent Non-Executive Director. Although there are concerns over potential aggregate time commitments, this director has attended all Board and committeemeetings during the year under review. On balance, support is recommended.


FIRSTGROUP PLC AGM - 25-07-2019

2. Approve the Remuneration ReportDisclosure:All elements of the Single Total Remuneration Table are adequately disclosed. CEO salary is not in line with the workforce since the CEO increase for thesalary was 23% and the UK workforce had an increase of 12.2%. CEO salary is at the median of the competitors group.Balance:The balance of CEO realized pay with financial performance is considered acceptable as the change in CEO total pay over the last five years is aligned to thechange in TSR over the same period. The CEO’s total variable pay for the year under review is at 41% of the salary (EABP 25% and LTIP 16%) which is not consideredexcessive. The ratio of the CEO’s pay compared to average employee is not considered appropriate at 24:1Rating:AC


3. Elect Steve GunningIndependent Non-Executive Director.


9. Re-elect Martha PoulterIndependent Non-Executive Director.


10. Re-elect David RobbieSenior Independent Director. Considered independent.


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11. Re-elect Imelda WalshIndependent Non-Executive Director.


12. Re-elect Jim WinestockIndependent Non-Executive Director.








19. Approve Political DonationsThe proposed authority is subject to an overall aggregate limit on political donations and expenditure of GBP 100,000. The Company did not make any politicaldonations or incur any political expenditure and has no intention either now or in the future of doing so. Within recommended limits.


HALMA PLC AGM - 25-07-2019

4. Re-elect Paul WalkerIndependent Non-Executive Chair.

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9. Re-elect Tony RiceSenior Independent Director. Considered independent.


LINDE PLC AGM - 26-07-2019

1.K. Elect Martin RichenhagenIndependent Non-Executive Director. Although there are concerns over potential aggregate time commitments, this director has attended all Board and committeemeetings during the year under review. On balance, support is recommended.


CRANSWICK PLC AGM - 29-07-2019

8. Re-elect Martin DaveyExecutive Chair. It is a generally accepted norm of good practice that the Chair of the Board should act with a proper degree of independence from the Company’smanagement team when exercising his or her oversight of the functioning of the Board. Holding an executive position is incompatible with this and a vote to Oppose isrecommended.


JLEN ENVIRONMENTAL ASSETS GROUP LIMITED AGM - 14-08-2019

11. Authorise the Scrip DividendThe Board requests authority to pay or the dividend reinvestment plan whereby shareholders may receive the payment of dividend in shares. Although shareholdersmay experience some dilution in their holdings, the Company has offered the option to elect to receive a cash dividend instead. On this basis, support is recommended.


MERLIN ENTERTAINMENTS PLC COURT - 03-09-2019

1. Approve Scheme of Arrangement

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Introduction: From the formation of the Company in 1999 its aim was to create a high growth, high return family entertainment company based on strong brandsand a global portfolio of assets that is naturally hedged against the impact of external factors.During the early stages of its development Merlin was privately ownedand, with the support of partners, including Blackstone and KIRKBI, invested significant capital in growing its business organically and through acquisitions.While totalshareholder return has been attractive, more recent share price performance and investor sentiment have been impacted by a number of external events in marketswhich the group operates. In addition, the broader macroeconomic environment in which the group has been operating in recent years has been more challengingcreating short to medium term headwinds, in particular as the group seeks to manage cost pressures across the business.Whilst the Merlin Board did not solicit anoffer for Merlin, the Merlin Board regularly considers all options for driving shareholder value and maintains a regular dialogue with its shareholders. The initial proposalfrom the consortium was at GBP 425 pence per share which the members of the Board didn’t consider it appropriate for the level of the Company’s value.After theConsortium had made four separate proposals and its latest proposal reached a level of GBP 455 pence in cash On 28 June 2019 the Merlin Independent Directorsand the board of Bidco announced that they had agreed the terms of a recommended cash acquisition pursuant to which Bidco will acquire the entire issued and to beissued share capital of Merlin, other than Merlin Shares owned or controlled by KIRKBI, to be effected by means of a Court-sanctioned scheme of arrangement underPart 26 of the Companies Act.Terms of the Proposal: The Scheme shareholders are entitled to receive for each share GBP 455 pence in cash. The price is representing a premium approximately,i)36.8% to the undisturbed Closing Price of 333 pence per Merlin Share on 22 May 2019, ii) 31% to the undisturbed six-month volume weighted average price of347 pence per Merlin Share to 22 May 2019, and iii) 15.2% to the Closing Price of 395 pence per Merlin Share on 27 June 2019.The Acquisition values the entireissued and to be issued share capital of Merlin at approximately GBP 4,765 million on a fully diluted basis and implies an enterprise value of GBP 5,904 million and amultiple of approximately 12.0x Merlin’s underlying EBITDA of GBP 494 million for the year ended 29 December 2018.Bidco will have the right to reduce the amountof consideration payable for each Scheme Share by an amount up to the amount of any dividend and/or other distribution and/or return of capital which is declared,made or paid or becomes payable in respect of the Merlin Shares on or after the date of the Rule 2.7 Announcement and before the Effective Date. The Merlin Sharesowned or controlled by KIRKBI representing 29.58% of the issued share capital are not Scheme Shares and will not be acquired by Bidco pursuant to the Acquisition.Pursuant to the Share Exchange Agreement, KIRKBI has agreed, subject to the Acquisition becoming Effective, to transfer such Merlin Shares to Bidco on the EffectiveDate.Recommendation: Following the Scheme becoming Effective and the transfer of the Merlin Shares owned or controlled by KIRKBI to Bidco pursuant to the ShareExchange Agreement, the entire issued share capital of Merlin will be held by Bidco. Shareholders will realize their investment in Merlin for cash at a fair and reasonablevalue, the premium is approximately 37% the undisturbed closing share price of GBP 333 pence on 22 May 2019, and 31% to the undisturbed volume weighted averageclosing share price of GBP 347 pence for the six-month period ended 22 May 2019. The proposal is beneficial for the shareholders, therefore support is recommended.


DIXONS CARPHONE PLC AGM - 05-09-2019

2. Approve the Remuneration ReportDisclosure:All elements of the Single Total Remuneration Table are adequately disclosed. CEO salary increase was 2% as of the workforce which is in line with theCompany.The CEO’s salary is in the upper quartile of the Company’s comparator group.Balance:Performance conditions and retrospective targets for the annual bonus have been disclosed. Performance conditions and targets for the LTIP are alsodisclosed. The balance of CEO realized pay with financial performance is not considered acceptable as the change in CEO total pay over five years is not commensuratewith the change in TSR over the same period. Total variable pay is not considered excessive since it was 72% of the salary which is the percentage of the AnnualBonus long-term Incentive shares were not vesting for the year under review. The ratio of CEO pay compared to average employee pay is not acceptable at 66:1, theratio should not exceed 20:1.

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Rating:AE


3. Approve Remuneration PolicyPolicy rating :BCC The Remuneration Committee proposes the following changes for the policy: Introduction of bonus deferral, with one third of any bonus earneddeferred into shares for two years, Widening of the circumstances in which incentive payments may be recovered, to include, for example, corporate failure andpersonal misconduct, Introduction of a post cessation of employment shareholding requirement and Removal of the provision to offer a pension provision of up to 20%of base pay to recruit new executive directors. The Remuneration Policy is as follows: Annual Bonus: maximum opportunity is at 150% of the salary. Performancemeasures are: EBIT (50%), Average net debt (20%), Net Promoter Score (15%), Employee engagement (15%) and EBIT underpin and Treating Customers Fairlyclawback. One third of the Bonus will defer to shares for a two years period. Malus and Clawback apply for the Annual Bonus. Long-Term Incentives Plan (LTIP):maximum opportunity is set at 250% of the salary from the 275% which was in the previous years, additionally there is a 375% of the salary as maximum opportunityfor exceptional circumstances, e.g. recruitment. Performance measures are: TSR relative to a bespoke group of UK and European retailers (50%) and Cumulativefree cash flow (50%). Vesting period is three years which is not sufficient long-term, however there is a two-year holding period which is welcomed. Shareholdingguidelines, 200% of salary to be achieved within five years of appointment and for new appointments, shares to the value of 200% of salary must be retained for thefirst year post-cessation and 100% for the second year.


GREENE KING PLC AGM - 06-09-2019

2. Approve the Remuneration ReportDisclosure: All elements of the Single Total Remuneration Table are adequately disclosed. The bonus targets are not disclosed prospectively due to commercialsensitivity. LTIP performance conditions and targets are disclosed. Dividend equivalents accruing on shares that vest are separately disclosed. All share incentiveawards are fully disclosed with award dates and prices.CEO did not receive a salary increase during the year under review whilst the work force realized an increaseof approximately 2.3%. The CEO’s salary is considered just above the median of a peer comparator group.Balance:The balance of CEO realized pay with financial performance is considered acceptable as the change in CEO total pay over the last five years is aligned tothe change in TSR over the same period. Over the five-year period average annual CEO pay has decreased by approximately 3.99% whereas, on average, TSR hasdecreased by 0.71%. The CEO’s total variable pay for the year under review amounts to 115.5% of his base salary which is not considered to be overly excessive,however this is because there was no LTIP pay for the year under review.The ratio of CEO pay compared to average employee pay is also considered inappropriate at103:1.Rating:AB


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ASHTEAD GROUP PLC AGM - 10-09-2019

5. Re-elect Paul WalkerChair. Independent upon appointment. However, Mr Walker is also chairing another company within the FTSE 350 index Halma plc. It is considered that a chair cannoteffectively represent two corporate cultures. The possibility of having to commit additional time to the role in times of crisis is ever present. Given this, a Chair shouldfocus his attention onto the only one FTSE 350 Company.


BCA MARKETPLACE PLC AGM - 16-09-2019

2. Approve the Remuneration ReportDisclosure: All elements of the Single Total Remuneration Table are adequately disclosed. The Executive Chair did not receive a salary increase during the yearunder review. Executive Chair reward is below the lower quartile of its comparator group.Balance:The balance of CEO realized pay with financial performance is not considered acceptable, changes in the CEO pay is at 95.8% were changes in TotalShareholders Return are at 13.66%.The ratio of CEO pay compared to average employee pay is also not considered acceptable at 36:1, a 20:1 ratio would be moreappropriate.Rating:CD


4. Re-elect Avril Palmer-BaunackChair and CEO. Combined roles at the head of the Company. There should be a clear division of responsibilities at the head of the Company between the running ofthe board and the executive responsibility for the running of the Company’s business. No one individual should have unfettered powers of decision. Combining the tworoles in one person represents a concentration of power that is potentially detrimental to board balance, effective debate, and board appraisal. However, during therecent offer from TDR which is conditional a change in the senior leadership of the business at this time would introduce levels of uncertainty which could have anynumber of detrimental effects upon the business and the shareholders interest. On this occasion an abstain vote is recommended.


6. Re-elect Stephen GutteridgeSenior Independent Director. Considered independent.


9. Re-elect David LisIndependent Non-Executive Director.


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DIAGEO PLC AGM - 19-09-2019

8. Re-elect Ho KwonPingIndependent Non-Executive Director.


NIKE INC. AGM - 19-09-2019

1.1. Elect Director Alan B. Graf, Jr.Non-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.

Vote Cast: Withhold Results: For: 82.9, Abstain: 0.0, Oppose/Withhold: 17.1,

FEDEX CORPORATION AGM - 23-09-2019

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


5. Shareholder Resolution: Political DonationsProposed by: International Brotherhood of Teamsters General Fund.The proponent submits that the Company should disclose: the Company policy on direct and indirect lobbying, payments made by the Company for direct or indirectlobbying purposes, Company membership of any tax-exempt organizations that writes and endorses model legislation, and a description of the management’sdecision-making process for the making of payments.Proponent’s Supporting Argument: The Proponent argues that the Company should fully disclose it’s lobbying activities so that it can be assessed whether theCompany’s lobbying is consistent with the Company’s expressed goals and Shareholders’ best interests. The proponent argues for greater transparency, and statesthat the Company spent USD 118 million on lobbying between 2010-2018, not including lobbying at state level. The Company is also a member of the AmericanLegislative Exchange Council (ALEC), which writes and endorses model legislation. Membership of the organization has drawn press scrutiny.Board’s Opposing Argument: The Board is against this proposal as they believe it is beneficial for the Company to be an effective part of the political process. Thisis because the Company is subject to a number of legislative initiatives that have an "immediate and dramatic effect" on the Company. The board claims that theCompany is already participant in extensive disclosure programs, as the company files quarterly reports with the United States House of Representatives and Senatethat disclose a list of the Company’s lobbying activities, and these reports are publicly available.

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PIRC Analysis: While the Company does currently disclose its lobbying activity in the form of quarterly reports issued by the government, increased transparency isconsidered the best practice. Support is recommended.


6. Shareholder Resolution: Employee Representation on the Board of DirectorsProposed by:North Star Asset Management, Inc The proponent submits that the Company should prepare a report to shareholders describing opportunities for thecompany to encourage the inclusion of non-management employee representation on the Board.Proponent’s Supporting Argument: The Proponent argues that the employees of the Company are crucial in the continued ability of the firm to offer shareholdersreturn on their investment. The Increase pressure to improve delivery speed and efficiency can often conflict with employee well-being by increasing stress andjeopardizing safety. This pressure may also diminish morale and pose business risks like increased employee turnover, brand damage, and negative media coverage.Additionally, the Company has paid over USD 590 million in penalties since 2000 for a variety of employee-related violations.The 2018 Accountable Capitalism Actsuggest that up to 40% of the boards of Directors are to be selected by the employees. Several European countries require employee representation in the Boardadditionally a recent poll shows that the public in the USA is positive in the option of employees representatives in the Boards of the large Corporations.Board’s Opposing Argument: is against this proposal and based their arguments that an effective board of directors is composed of individuals with a diverseand complementary blend of experiences, skills and perspectives. The Nomination committee argue that giving non-management employees priority in the directornomination process would seriously undercut the role of the Nominating & Governance Committee and the Board in one of the most crucial elements of corporategovernance, the election of directors. On contrast the shareholders have the right to propose candidates for the Board which the Nomination Committee takes intoconsideration.PIRC Analysis: Employees representatives in the Board is a positive aspect of Corporate Governance which doesn’t have any adverse effect on shareholders rights.Support is recommended.


NORTHGATE PLC AGM - 23-09-2019

3. Approve the Remuneration ReportDisclosure:All elements of the Single Total Remuneration Table are adequately disclosed. The CEO salary is in line with the workforce. CEO salary increase by 2%and the workforce rise in salary was at 2%. The CEO’s salary is currently in the median of the Company’s comparator group.Balance: Changes in CEO total pay under the last five years are not considered in line with changes in TSR over the same period. The TSR is increased with anaverage of 1.22% but the CEO change increase by an 45.8%. Total variable compensation was at 108.6% of the salary which is appropriate, however only bonus waspaid for the year under review since there was no vesting in LTIP awards. The ratio of CEO pay compared to average employee pay is unacceptable at 33:1.it is noticedthat in the previous general meeting the Remuneration Report was voted against by 57.96%Rating:AC


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DSV A/S EGM - 24-09-2019

3. Approve Creation of DKK 48.3 Million Pool of Capital without Preemptive RightsIt is proposed to increase the share capital without and with pre-emptive rights in the period until 24 September 2024 by a nominal amount of DKK 48,300,000,correspondingto 20% of the share capital. It is further proposed that the new shares shall be paid in full. The part without pre-emptive rights corresponds to an amount of more than10% of the share capital, which is deemed excessive. Opposition is recommended.


SOPHOS GROUP PLC AGM - 25-09-2019

2. Approve Remuneration PolicyIt is proposed to approve the remuneration policy. Variable remuneration appears to be consistently capped, although the pay-out may exceed 200% of the fixedremuneration for the highest paid director. There are claw back clauses in place over the entirety of the variable remuneration, which is welcomed. However, theCompany has not disclosed quantified targets or performance criteria for its variable remuneration component, which may lead to overpayment against underperformance.On balance, opposition is recommended based on excessiveness concerns.Rating: AEC.


3. Approve the Remuneration ReportDisclosure: Performance conditions and past targets for the annual bonus are adequately disclosed. Performance conditions and targets for long term incentives areadequately disclosed. All share incentive awards are fully disclosed with award dates and prices.Balance: The change in the CEO’s salary is in line with the rest of the Company, as the CEO’s salary did not increase in the year under review.The CEO’s salary is in the upper quartile of the Company’s comparator group.At last year’s AGM the Company’s remuneration report received significant opposition from shareholders (32.28%). The Company states that the high level of oppositionmay be due to remuneration arrangements which are untypical of UK listed companies. The Company states that it has engaged with shareholders and has proposeda number of changes for the remuneration policy vote this upcoming meeting. The ratio of the CEO’s pay compared to average employee pay is acceptable at lessthan 20:1. Awards granted during the year under review are excessive, amounting in total to 535% of salary for the CEO - 126% of salary in the form of restrictedstock units (RSU); and 408% of salary as performance share units (PSU). Given that the recommended limit for total variable pay is 200% of salary, such a payout isconsidered gratuitously excessive and inappropriate. The majority of the CEO’s variable pay comes from one of the Company’s two LTIP plans, the PSU and RSU.LTIPs are not considered to be appropriate mechanisms for rewarding executives, given that they do not provide a reliable link between pay and performance. Thefact that the Company operates two LTIPs raises significant concerns, which shareholders have expressed in the past, although with no adequate response from theCompany. No loss of office payments or recruitment awards were made during the year under review.Rating: AE


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5. Re-elect Sandra Bergeron as DirectorNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.


7. Re-elect Peter Gyenes as DirectorNon-Executive Chair. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.


12. Re-elect Paul Walker as DirectorIndependent Non-Executive Director.


NCC GROUP PLC AGM - 25-09-2019



ALCENTRA EUROPEAN FLOATING RATE INCOME FUND AGM - 26-09-2019

4. Re-elect Mrs Anne EwingSenior Independent Director. Considered independent. Although there are concerns over potential aggregate time commitments, this director has attended all Boardand committee meetings during the year under review. On balance, support is recommended.


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3 Oppose/Abstain Votes With Analysis

COSAN LIMITED AGM - 01-07-2019

4. Elect Class III DirectorsRubens Ometto Silveira Mello, Marcelo Eduardo Martins, Pedro Isamu Mizutani and Vasco Augusto Pinto Fonseca Dias Júnior proposed as Class III Directors.Although slate elections are not considered to be best practice, they are common in this market. The Board is considered to have insufficient independence. Therefore,an oppose vote is recommended.

Vote Cast: Oppose

ASSURA PLC AGM - 02-07-2019

2. Approve Remuneration PolicyPolicy rating: BDBChanges, The maximum opportunity in annual bonus will increase from 100% of the salary for the CEO to 125% of the salary and for the Executives from 75% of thesalary to 100% of the salary. The exceptional limit of 300% for the PSP awards have been removed. Shareholding requirement will remain at 300% for any Executivehas awarded the VCP (introduced in 2013 and vested on 2017).For Executives joining after the VCP the shareholding requirement will be reduced from 300% to 200%.In addition, a two-year holding period will be added to the long-term Incentive plan (PSP) which is welcomed. Annual Bonus, maximum opportunity will be at 125%for the CEO and 100% for the Executives. Performance measures are set annually based on a number of financial and strategic measures. Annual Bonus is payable50% in cash and 50% is deferred into shares for a two-year period which is in line with best practises. Bonus payments are subject to malus and clawback provisions.Long-term Incentive Plan (PSP), maximum opportunity is 150% of the salary. The Remuneration Committee may set such performance conditions on PSP awards asit considers appropriate (whether financial or non-financial and whether corporate, divisional or individual). Vesting period for the PSP awards are three years, with atwo-year post vesting holding period, added which is welcomed and in line with best practises. PSP awards are subject to Malus and Clawback. Pension contributionsare maximum at 13.5% of the salary for the Executives, however for any new Executive the Remuneration Committee will align the pension provision with the generalworkforce levels.


3. Approve the Remuneration ReportDisclosure:Overall disclosure is satisfactory.Balance: The CEO salary is not in line with the Company since the salary increase for the CEO was at 9% when the rest of theworkforce was 6.9%.The CEO’s salary is in the lower quartile of the Company’s comparator group. The CEO’s pay over the last five-year period is not considered inline with the Company TSR performance over the same period. The CEO’s variable pay for the year under review is at 90.8% of salary and does not exceed the limitof 200%.However, the potential maximum opportunity for the variable pay is at 250% of the salary which creates worries about future payments exceeds the limit of200%. The ratio of CEO pay compared to average employee pay is acceptable at 11:1.Rating: AC


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4. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 50.00% of audit fees during the year under review and 35.83% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor. Abstention is recommended.




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


FIBRA PROLOGIS PROPERTY MEXICO EGM - 02-07-2019

1. Receive Report from Administrator on Triggering of Incentive Fee During Incentive Fee Period Which Concluded on June 4, 2019The report was not made available sufficiently before the meeting. Opposition is recommended, as this is considered a serious reporting omission.

Vote Cast: Oppose

KOREA GAS CORP EGM - 03-07-2019

1.1. Elect Kim Young-du as CEOThis Resolution and the subsequent resolution are for a contested election between Kim Young-du and Chae Hui-bong for the CEO position. As no disclosed detailscould be found at the time of writing this report, abstention is recommended.

Vote Cast: Abstain

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1.2. Elect Chae Hui-bong as CEOThis Resolution and the previous resolution are for a contested election between Kim Young-du and Chae Hui-bong for the CEO position. As no disclosed details couldbe found at the time of writing this report, abstention is recommended.

Vote Cast: Abstain

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

Vote Cast: Abstain

JD SPORTS FASHION PLC AGM - 03-07-2019

1. Receive the Annual ReportStrategic report meets guidelines. Adequate employment and environmental policies are in place and relevant, up-to-date, quantified, environmental reporting isdisclosed. The Company also disclosed the proportion of women on the Board, in Executive Management positions and within the whole organisation. However, thereis no separation of Chief Executive and Chairman roles. No one individual should have unfettered powers of decision as the combining the two roles in one personrepresents a concentration of power that is potentially detrimental to board balance, effective debate, and board appraisal. An oppose vote is recommended.


2. Approve the Remuneration ReportOverall disclosure is acceptable. However, there is limited information provided regarding LTIP awards to be granted in the future. More noteworthy, however, is thatthe remuneration report received significant shareholder opposition (14.28%) at last year’s AGM. The Company engaged with shareholders in relation to the significantopposition, in order to address the issue.The balance of CEO realized pay with financial performance is considered acceptable as the change in CEO total pay over five years is commensurate with the changein TSR over the same period. Total variable pay is 200% of salary which is just on the limit of acceptable pay. However, this is due to the fact that only the annualbonus was rewarded. Any LTIP vesting would take the variable pay above the limit of 200% of salary, showing the level of annual bonus rewards. Given this level,there are concerns over how challenging the performance targets used are. The change in the Executive Chairman’s salary is in line with the rest of the Company, asthe Executive Chairman’s salary rose by 1.5% while the salary change for the average UK head office employee increased 3.7%. The Executive Chairman’s salary isin the upper quartile of the Company’s comparator group. The ratio of the Executive Chairman’s pay compared to average employee salary is unacceptable at 126:1,although it is noted that the Company is in the retail sector.Rating: BC.


4. Re-elect Peter CowgillExecutive Chair. It is a generally accepted norm of good practice that the Chairman of the Board should act with a proper degree of independence from the Company’s

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management team when exercising his or her oversight of the functioning of the Board. Holding an executive position is incompatible with this and a vote to Oppose isrecommended.


11. Approve Grant of Special Bonus to Peter CowgillIt is proposed by the Board to award the Executive Chairman with a special bonus of GBP 1.5 million, which shall be paid in four equal instalments of GBP 350,000in the following period: 1 October 2019, 1 February 2020, 1 October 2020 and1 February 2021. The award is proposed because the Executive Chairman has notreceived any LTIP award for the last two years, and he is intended not to receive one. In addition, the Chairman has not received a pension contribution payments since2013. The payment is recommended in part to compensate the Executive Chairman and in part to recognize the exceptional performance he has in the previous years.The Executive Chairman has a remuneration for the year under review close to GBP 2,552,000, of which GBP 1,700,000 was the annual Bonus he received and is at200% of the salary. In addition, the Annual Bonuses the Chair has received in the last three years are: 2016: GBP 1,516,000, 2017: GBP 1,534,000 and 2018: GBP1,700,000, which are on 200% of the salary for each year. If the Executive is awarded the Special Bonus his variable pay will exceed 200% which is the limit accordingto Best Practises. Additionally, the Company don’t disclose how the Special Bonus is calculated and with what criteria . Based on this opposition is recommended.


12. Appoint the AuditorsKPMG proposed. Non-audit fees represented 0.00% of audit fees during the year under review and 2.02% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor. Opposition is recommended.


C&C GROUP PLC AGM - 04-07-2019

5. Approve the Remuneration ReportIt is proposed to approve the annual report on remuneration of Executive and Non-Executive Directors with an advisory vote. The Company discloses all elements ofremuneration for Executives and Non-Executives. The payout is in line with best practice, under 200% of the fixed salary. However, the Company has not fully disclosedquantified targets against which the achievements and the corresponding variable remuneration has been calculated. Although a common practice in this market asthis is deemed to be sensitive information, it prevents an accurate assessment and may lead to overpayment against underperformance. There are claw back clausesin place over the entirety of the variable remuneration component, which is welcomed. On balance, opposition is recommended based on a lack of disclosure.

Vote Cast: Oppose

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

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

Vote Cast: Oppose

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

Vote Cast: Oppose

GREAT PORTLAND ESTATES PLC AGM - 04-07-2019

3. Approve the Remuneration ReportAll elements of the Single Total Remuneration Table are adequately disclosed. The CEO’s salary is in the median of PIRC’s comparator group. The balance of CEOrealised pay with financial performance is considered acceptable as the change in CEO total pay over the last five years is aligned to the change in TSR over the sameperiod. Total variable pay for the year under review was acceptable, amounting to approximately 28.57% of salary for the CEO which is inclusive of only the annualbonus. No LTIPs vested. However, the CEO was awarded an LTIP during the year which is considered excessive at approximately 300% of his base salary. The ratioof CEO pay compared to average employee pay is acceptable, standing at 6:1.Rating: CB


5. Re-elect Nick SandersonFinance and Operations Director. Acceptable service contract provisions. However, he was a former Executive at Deloitte, the Company’s auditor which raises concernsover a potential conflict of interest between his previous role as an Executive at Deloitte and his current role as a Finance and Operations Director. On this basis,opposition is recommended.


11. Re-appoint Deloitte LLP as AuditorsDeloitte proposed. There were no non-audit fees during the year under review and non-audit fees represents approximately 3.23% of audit fees on a three-yearaggregate basis. This level of non-audit fees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place formore than ten years. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor. In addition, there are concernsover a potential conflict of interest between the auditor and the Company’s Finance and Operations Director who was a former Executive at Deloitte.


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16. Authorise Share RepurchaseThe authority is limited to 14.99% of the Company’s issued share capital and will expire at the next AGM. This resolution will not be supported unless the Board has setforth a clear, cogent and compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board,an oppose vote is recommended.


17. Meeting Notification-related ProposalAll companies should aim to provide at least 20 working days notice for general meetings in order to give shareholders sufficient time to consider what are oftencomplex issues. However, as the proposed change is permissible by the Companies Act. It is noted this resolution received a significant number of oppose votes ofapproximately 12.39% at the 2018 AGM which has not been adequately addressed. On this basis, opposition is recommended.


3I INFRASTRUCTURE PLC AGM - 04-07-2019

10. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 21.98% of audit fees during the year under review and 47.43% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor.Abstention is recommended.


SAINSBURY (J) PLC AGM - 04-07-2019

2. Approve the Remuneration ReportDisclosure: All elements of the Single Total Remuneration Table are adequately disclosed. Next year’s fees and salaries for directors are clearly stated. Increase inCEO salary is in line with the rest Company. During the year under review, the CEO’s salary increased by 2% which is considered in line with the rest of the Companywhich saw a 4.9% increase in salary. The CEO salary is considered to be in the upper quartile of a peer comparator group.Balance: The balance of CEO realized pay with financial performance is not considered acceptable as the change in CEO total pay over the last five years is notaligned to the change in TSR over the same period. Over the five-year period average annual increase in CEO pay has been approximately 14.74% whereas, on

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average, TSR has decreased by 1.70%. The CEO total variable for the year under review is considered excessive at 271.5% of salary (Annual Bonus: 61.6% of salary- Deferred Share award: 60.5%: - LTIP: 149.4). The ratio of CEO pay compared to average employee pay is considered excessive at 89:1.Rating: AE


4. Elect Martin SciclunaThe Chair is also chairing another company RSA Insurance Group plc which is within the FTSE 100 index. It is considered that a chair cannot effectively represent twocorporate cultures. The possibility of having to commit additional time to the role in times of crisis is ever present. Given this, a Chair should focus his attention ontothe only one FTSE 100 Company.Opposition is recommended.




20. Authorise Share RepurchaseThe authority is limited to 2.93% of the Company’s issued share capital and will expire at the next AGM. This resolution will not be supported unless the Board has setforth a clear, cogent and compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board,an oppose vote is recommended.


AVEVA GROUP PLC AGM - 08-07-2019

2. Approve the Remuneration ReportDisclosure: All elements of the Single Total Remuneration Table are adequately disclosed. The increase in CEO salary is in line with the rest Company. The CEOreceived an increase to his base salary of 2,6% in line with the average increase of the UK workforce. CEO’s salary is considered to be above the median range of theCEO salaries in the peer group.Balance: The balance of CEO realized pay with financial performance is not considered acceptable as the change in CEO total pay over the last five years is notaligned to the change in TSR over the same period. Over the five-year period average annual increase in CEO pay has been approximately 157.6% whereas, onaverage, TSR has increased by 26.35%. This is caused partially by the vesting of the ’buy-out’ award amounting to GBP 5,708,000 for the CEO as compensation forthe loss of significant equity awards on leaving PTC.The CEO’s total variable pay for the year under review is comprised from the Annual Bonus award and amounts to122.4% of base salary which is not deemed to be overly excessive.however the CEO has been awarded a one-off award of GBP 5,708,000 millions which is 815% of

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the salary and is deemed inappropriately excessive. The ratio of CEO pay compared to average employee pay is slightly non appropriate at 21:1.Buy-out awards made in relation to the recruitment of Craig Hayman are not considered appropriate. The total value of awards made to Mr Hayman amount to GBP5,708,000.00 which is considered highly excessive.The buy-out awards are not subject to performance conditions which is not considered appropriate. Awards aresubject to repayment within three years if Craig Hayman is dismissed within three years of joining.Rating: AE


7. Re-elect Philip AikenThe Chair is also chairing another company within the FTSE 350 index. It is considered that a chair cannot effectively represent two corporate cultures. The possibilityof having to commit additional time to the role in times of crisis is ever present. Given this, a Chair should focus his attention onto the only one FTSE 350 Company.


13. Appoint the AuditorsEY proposed. Non-audit fees represented 86.00% of audit fees during the year under review and 70.74% on a three-year aggregate basis. Although that part of thenon-audit fees are related with action taken for the combination with SE Software.This level of non-audit fees raises major concerns about the independence of thestatutory auditor. The current auditor has been in place for more than ten years. There are concerns that failure to regularly rotate the audit firm can compromise theindependence of the auditor. Opposition is recommended.




MARKS & SPENCER GROUP PLC AGM - 09-07-2019

2. Approve the Remuneration ReportDisclosure: All elements of the Single Total Remuneration Table are adequately disclosed. The CEO’s salary is in the upper quartile of PIRC’s comparator group.CEOsalary is in line with the Company since the CEO salary was not increased during the year under review when the UK workforce increase by 2.9%.The RemunerationCommittee decided that it would exercise its discretion such that no payment would be made to any director under the Annual Bonus Scheme for 2018/19. The reasonis that for the year under review the PBT threshold was GBP 523.2 million which is below the threshold set to trigger the payments under the corporate, element or theindividual element of the Scheme.Balance of CEO realized pay with financial performance is not considered acceptable as the change in CEO total pay over the lastfive years is not aligned to the change in TSR over the same period. Over the five-year period average annual increase in CEO pay has been approximately 7.13%whereas, on average, TSR has decreased by 3.07%. The CEO total variable for the year under review is not excessive at 76.6% of salary, since Annual Bonus was

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not awarded but LTIP. The ratio of CEO pay compared to average employee pay is considered excessive at 52:1.Rating: AD






KINGFISHER PLC AGM - 09-07-2019

3. Approve Remuneration PolicyIt is proposed to approve the remuneration policy. Variable remuneration appears to be consistently capped, although the pay-out may exceed 200% of the fixedremuneration for the highest paid director. There are claw back clauses in place over the entirety of the variable remuneration, which is welcomed. While targets for thelong term incentive have been disclosed, the Company has not disclosed fully quantified targets or performance criteria for all of its variable remuneration components,which may lead to overpayment against underperformance. On balance, opposition is recommended based on excessiveness concerns.


14. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 10.53% of audit fees during the year under review and 13.46% on a three-year aggregate basis. This level of non-auditfees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There areconcerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.


19. Issue Shares for Cash for the Purpose of Financing an Acquisition or Other Capital InvestmentThe Board is seeking approval to issue up to an additional 5% of the Company’s issued share capital for cash for use only in connection with an acquisition or a

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specified capital investment. Such proposal is not supported as it is considered that the 5% limit sought under the general authority above is sufficient. Best practicewould be to seek a specific authority from shareholders in relation to a specific transaction if such situation arises. As this is not the case, an oppose vote is thereforerecommended.


20. Authorise Share RepurchaseIt is proposed to authorise the Board to purchase Company’s shares for 10% and 18 months. This resolution will not be supported unless the Board has set fortha clear, cogent and compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, anoppose vote is recommended.


BT GROUP PLC AGM - 10-07-2019

2. Approve the Remuneration ReportIt is noted that the Remuneration Report registered a significant number of oppose votes at approximately 33% at the 2018 AGM. All elements of the Single TotalRemuneration Table are adequately disclosed. The Company stated that employee salaries rose by 2.5%. However, the employee group used is not consideredto be an appropriate comparator group, as it consists of the UK management and technical staff representing approximately 23.6% of the employee population. Inaddition, the CEO’s salary is in the upper quartile of PIRC’s comparator group which raises concerns over the excessiveness of his salary. Also, the average CEO paycompared to employee pay is considered unacceptable at approximately 37:1 (while a ratio of up to 20:1 would be considered acceptable). The CEO’s total realisedrewards under all incentive schemes are considered appropriate at approximately 67.53% of his base salary which is inclusive of only the Annual Bonus. The balanceof CEO realised pay with financial performance is considered acceptable as the change in CEO total pay over five years is commensurate with the change in TSRover the same period. However, it is noted that the CEO, Philip Jansen was awarded an ISP/LTIP of 300% of his salary to reflect his joining part way through thethree-year performance period which is considered excessive. Furthermore, the outgoing CEO, Gavin Patterson was awarded loss of office payments amounting toGBP1,017,489 in addition to GBP49,000 in outplacement and legal fees.Rating: AE




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JPMORGAN EUROPEAN SMALLER COMP TRUST PLC AGM - 10-07-2019

1. Receive the Annual ReportAn adequate institutional voting policy is disclosed and the company indicates that ESG matters are taken into account in investment decisions.The dividend policy is put forward for shareholder’s approval, which is welcomed.Administration and company secretarial duties are undertaken by the Investment Manager of the Company the JPMorgan Funds Limited. When correspondenceconcerning governance matters is handled by individuals employed by the management company it can lead to issues of divided loyalty. There is no evidence that theCompany has a clear policy allowing shareholders to communicate directly with the Board without the intervention of the investment manager.


BIFFA PLC AGM - 10-07-2019

3. Approve the Remuneration ReportDisclosure: Next year’s fees and salaries are clearly stated. Performance conditions and targets for the LTIP and the annual bonus are stated.Balance: The CEO’s salary is between the upper and lower quartiles of the PIRC’s comparator group. The total CEO realised variable pay for the year under review is83% for the annual bonus and 102% for the LTIP vested in the year. The CEO to average employee pay ratio is considered inappropriate at 27:1.Rating: BD.






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ALSTOM SA AGM - 10-07-2019

4. Reelect Henri Poupart-Lafarge as DirectorChair and CEO. Combined roles at the head of the Company. There should be a clear division of responsibilities at the head of the Company between the running ofthe board and the executive responsibility for the running of the Company’s business. No one individual should have unfettered powers of decision. Combining the tworoles in one person represents a concentration of power that is potentially detrimental to board balance, effective debate, and board appraisal.


8. Approve Pension Scheme Agreement with Henri Poupart-LafargeProposed retirement arrangement for the Chair and CEO, in compliance with the Macron Law.Although it is welcomed that shareholder approval will be required for all new retirement agreements, it is believed that top hat retirement compensation are not anappropriate way of compensating executives, as they remunerate beyond the executive’s term and are mostly unrelated to the impact on company value that theexecutive may have enhanced.


9. Approve Compensation of Chair and CEOIt is proposed to approve the remuneration paid or due to chair and CEO with an advisory vote.The payout is in line with best practice, under 200% of the fixedsalary. However, the Company has not fully disclosed quantified targets against which the achievements and the corresponding variable remuneration has beencalculated. Although a common practice in this market as this is deemed to be sensitive information, it prevents an accurate assessment and may lead to overpaymentagainst underperformance. In addition, there are no claw back clauses in place over the entirety of the variable remuneration component which makes it unlikely thatshareholders will be able to reclaim any variable remuneration unfairly paid out. On this basis, opposition is recommended.


10. Approve Remuneration Policy of Chair and CEOIt is proposed to approve the remuneration policy of the Chair and CEO.Annual salary will increase from EUR 750,000 to EUR 850,000. Many points of the new compensation policy submitted here to vote, especially the underlying generalprinciples, remain identical to the compensation policy adopted (Resolution 11) during the 2018 Annual Shareholder Meeting.Variable remuneration appears to be consistently capped, although the payout may exceed 200% of fixed salary. In addition, the Company has not disclosed quantifiedtargets for the performance criteria of its variable remuneration component, which as a consequence may lead to overpayment against underperformance. In addition,there are no claw-back clauses in place over the entirety of the variable remuneration component which makes it unlikely that shareholders will be able to reclaim anyvariable remuneration unfairly paid out. On these grounds, opposition is recommended.


11. Authorise Share RepurchaseIt is proposed to authorise the Board to purchase Company’s shares for 10% and 26 months. This resolution will not be supported unless the Board has set fortha clear, cogent and compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, an

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oppose vote is recommended.


12. Approve Issue of Shares for Employee Saving PlanAuthority for a capital increase for up to 2% of share capital for employees participating to saving plans. The maximum discount applied will be 30% on the marketshare price. It is considered that it is in the best interests of the company and its shareholders to provide employees with an opportunity to benefit from businesssuccess and increase their share ownership. However, the discount to be applied exceeds guidelines (20%). Opposition is therefore recommended.


13. Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of the Group’s SubsidiariesAuthority for a capital increase for up to 2% of share capital for employees of subsidiaries participating to saving plans, within the ceiling of the previous resolution.The maximum discount applied will be 30% on the market share price. It is considered that it is in the best interests of the company and its shareholders to provideemployees with an opportunity to benefit from business success and increase their share ownership. However, the discount to be applied exceeds guidelines (20%).Opposition is therefore recommended.


14. Authorize up to 5 Million Shares for Use in Restricted Stock PlansProposal to authorize for 26 months the Board to allot shares free of charge to employees and executives. Share issued under this authorization will not enjoypre-emptive rights and will be attributed free of charge to management or employees. The shares so issued could be used for past plans. However, for new allotments,the Board would maintain full discretion over the beneficiaries. Incentives such as this are not related to performance and as such may reward the position of therecipient instead of performance. Opposition is recommended.


ELLAKTOR SA AGM - 11-07-2019

2. Discharge the Board and the AuditorsIn this market, Auditor discharge prevents lawsuits or claims for activities carried out during the year relating to facts that have not been disclosed to shareholders. As aconsequence, releasing auditors from liability will weaken the governance framework and introduce great risks for investors. On this basis, opposition is recommended.

Vote Cast: Oppose

3. Appoint the Auditors and Allow the Board to Determine their RemunerationPwC proposed. Non-audit fees represented 26.24% of audit fees during the year under review and 17.98% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor. Opposition is recommended.

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Vote Cast: Oppose

5. Approve Remuneration PolicyPolicy rating: CCDIt is proposed to approve the remuneration policy. Variable remuneration appears to be consistently capped, although the pay-out may exceed 200% of the fixedremuneration for the highest paid director, since maximum opportunity for the variable pay is 300% of the salary (150% for the Annual Bonus and 150% for the LTIP. Forthe Annual Bonus 30% of it is deferred to shares for a three-year period which is welcomed, however Best Practise suggest a 50% of the Bonus to deferred in company’sshares. The LTIP has as Performance criteria relevant to the share price and/or financial performance measures as determined by the Committee. For the 2019 plan,the PSP awards are based on: Adjusted Earnings per Share (EPS) with a weighting of 50% and Return on Capital Employed (ROCE) with a weighting of 50%. Thevesting period is three years which is not considered sufficient long-term, however the Company has added a two-year holding period which is welcomed.Shareholdingis at 200% of the salary for a two-year period which is not sufficient, a five-year period would have been more appropriate. There are claws back clauses in placeover the entirety of the variable remuneration, which is welcomed. However, the Company has not disclosed quantified targets or performance criteria for its variableremuneration component, which may lead to overpayment against underperformance. On balance, opposition is recommended based on excessiveness concerns.

Vote Cast: Oppose

6. Approve Release of Directors from Non-Competition RestrictionApproval is sought for directors to serve on the board of other companies engaged in activities within the scope of the company’s business. There are concerns overthe risks and potential negative impact on shareholders interest connected to directors or other officers of the Company serving for competing companies. In addition,there is insufficient description on how the Company will take measure to monitor the conflicts of interest and prevent any negative effect for the Company and ultimatelyits shareholders. Therefore, an oppose vote is recommended.

Vote Cast: Oppose

9. Reclassify Ioannis Aivazis from Non Independent Non-executive Director to Independent Non-executive DirectorIt is proposed to reclassify Mr Aivazis as an Independent Non-Executive Director of the Company in accordance with the article 2.4 of the Company’s CorporateGovernance Code, three years have lapsed from the termination of its previous employment relationship with the Company, and he could be appointed as anindependent non-executive Board member due to this reason. The Best Practise suggest that a member of the Board of Directors could be characterized asIndependent when he/she haven’t any affiliation with the Company. The Company haven’t disclosed the previous position Mr Aivazis have and the cool-off periodof three years is not considered sufficient. Based on this opposition is recommended.

Vote Cast: Oppose

10. Various announcements.Shareholders should receive sufficient notice of proposals brought forward by either management or other shareholders. As such, any other proposition brought forwardin the meeting would provide insufficient time for an informed assessment. Opposition is recommended.

Vote Cast: Oppose

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THE BIOTECH GROWTH TRUST PLC AGM - 11-07-2019

8. Re-elect Geoff HsuNon-Executive Director. It is noted that this director has significant links with the Portfolio Manager and therefore cannot be supported on the Board. An oppose voteis recommended.


9. Re-appoint Ernst & Young LLP as AuditorsEY proposed. Non-audit fees represented 26.92% of audit fees during the year under review and 10.78% on a three-year aggregate basis. This level of non-audit feesraises some concerns about the independence of the statutory auditor.


LONDONMETRIC PROPERTY PLC AGM - 11-07-2019

2. Approve the Remuneration ReportDisclosure: Next year’s fees and salaries are clearly stated. Performance conditions and targets for the LTIP and the annual bonus are stated.Balance: The CEO’s pay in the last five years is not in line with the Company’s financial performance over the same period. The CEO’s salary is in the median of thePIRC’s comparator group.The increase in the CEO pay is 2% and is in line with the Company since the increase in the salary of the Employees is at 4%. The totalCEO realized variable pay for the year under review is 349.5% of salary, which is considered excessive (Annual Bonus: 149.5% : LTIP: 200%). The CEO to averageemployee pay ratio is at an acceptable level of 4:1.Rating: AD.


3. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 0.00% of audit fees during the year under review and 0.51% on a three-year aggregate basis. This level of non-auditfees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There areconcerns that failure to regularly rotate the audit firm can compromise the independence of the auditor. Abstention is recommended.


5. Re-elect Patrick VaughanChairman. Not considered independent upon appointment as he is a former CEO and Executive Chairman of the Company. It is considered that a former executivemay not have sufficient detachment to objectively assess executive management and strategy. It is noted that the Company made a clear statement on the division ofresponsibilities between the current CEO and the Chairman. However, an oppose vote is recommended


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LAND SECURITIES GROUP PLC AGM - 11-07-2019

2. Approve the Remuneration ReportAll elements of the Single Total Remuneration Table are adequately disclosed. The CEO’s salary is in the upper quartile of PIRC’s comparator group which raisesconcerns over the excessiveness of his pay. The balance of CEO realised pay with financial performance is not considered acceptable as the change in CEO totalpay over the last five years is not aligned to the change in TSR over the same period. Total variable pay for the year under review was acceptable, amounting toapproximately 76.01% of salary for the CEO which is inclusive of only the annual bonus. No LTIP vested. The use of Total Property Return (TPR) as a performancemeasure for both the bonus and LTIP is contrary to best practice as it gives rise to concerns that executives are being rewarded twice for the same performance. Theratio of CEO pay compared to average employee pay is acceptable, standing at 17:1.Rating: AD


4. Elect Madeleine CosgraveNewly-appointed Non-Executive Director. Not considered independent as she is a Regional Head of Europe at GIC Real Estate which owns a 17.5% stake in Bluewater.Landsec has a joint arrangement with Bluewater. GIC also has a stake in AccorInvest which operates the hotels in the Company’s portfolio. There are serious concernsregarding a potential conflict of interest arising from this relationship. As a result, opposition is recommended.


6. Re-elect Robert NoelChief Executive. Chair of the Sustainability Committee. As the Chair of the Sustainability Committee is considered to be accountable for the Company’s sustainability

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programme, and given that the Company’s sustainability policies and practice are not considered to be adequate in order to minimize material risks linked tosustainability, an abstain vote is recommended.


10. Re-elect Edward Bonham CarterSenior Independent Director. Not considered independent as he is the Vice Chair of Jupiter Fund Management Plc which invests in listed shares at the Company.It is considered that a Senior Independent Director should be independent, in order to fulfil the responsibilities assigned to that role. Therefore, an oppose vote isrecommended.


11. Re-elect Nicholas CadburyNon-Executive Director. Not considered independent as he is a Group Financial Director at Whitbread Plc prior to the sale of Costa Coffee to Coca-Cola in January2019. Costa Coffee leases a number of retail properties from the Company. There are serious concerns regarding a potential conflict of interest arising from thisrelationship. As a result, opposition is recommended.


12. Re-elect Cressida HoggNon-Executive Chair of the Board.


14. Appoint Ernst & Young as AuditorsEY proposed. Non-audit fees represented 12.50% of audit fees during the year under review and 12.50% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor.


17. Issue Shares with Pre-emption RightsThe authority is limited to one third of the Company’s issued share capital. This cap can increase to two-thirds of the issued share capital if shares are issued inconnection with an offer by way of a rights issue. Nevertheless, it is noted that this resolution registered a significant level of oppose vote at approximately 10.99% atthe 2018 AGM which has not been appropriately addressed. On balance, opposition is recommended.



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SPEEDY HIRE PLC AGM - 11-07-2019

5. Re-elect David Shearer as DirectorIndependent Non-Executive Chair. Chair of the Nomination Committee and no target has been set to increase the level of female representation on the Board, whichcurrently falls below the recommended 33% target. Opposition is recommended.


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





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XXL ASA EGM - 11-07-2019

4. Elect Hugo MaurstadNon-Executive Director. Not considered independent as the director is considered to be connected with a significant shareholder: Altor, which requested hisappointment on the Board. There is insufficient independent representation on the Board.

Vote Cast: Oppose

VTECH HLDGS LTD AGM - 12-07-2019

3a. Elect Allan Wong Chi Yun as DirectorChair and CEO. Combined roles at the head of the Company. There should be a clear division of responsibilities at the head of the Company between the runningof the board and the executive responsibility for the running of the Company’s business. No one individual should have unfettered powers of decision. Combiningthe two roles in one person represents a concentration of power that is potentially detrimental to board balance, effective debate, and board appraisal. In addition,gender balance on the Board is under 20%, which is considered as best practice in this market. Regardless of the level of independence, it is considered that it is theresponsibility of the most senior Board members, and members of the Nomination Committee, to ensure that there is adequate gender diversity on the Board. Althoughthere are no specific legal requirements or recommendations in this market, it is considered that companies should not rely on minimum standards, but aim to bestpractice, including in gender diversity. Opposition is recommended.

Vote Cast: Oppose

4. Appoint the AuditorsKPMG proposed. Non-audit fees represented 66.67% of audit fees during the year under review and 74.07% on a three-year aggregate basis. This level of non-auditfees raises major concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

5. Authorise Share RepurchaseIt is proposed to authorise the Board to purchase Company’s shares for 10% until next AGM. This resolution will not be supported unless the Board has set fortha clear, cogent and compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, anoppose vote is recommended.

Vote Cast: Oppose

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3d. Approve Directors’ FeeNo proposal is available at the present time. As per market practice, the proposed remuneration is likely to be made available only at the meeting.Although this is a common practice for a standard item in this market, support will not be suggested for resolutions concerning remuneration when sufficient informationhas not been made available for shareholders in sufficient time prior to the meeting, as such practice prevents shareholders from reaching an informed decision.Abstention from voting this resolution is recommended. As abstention is not a valid voting outcomes on this resolution, opposition is recommended.

Vote Cast: Oppose

3c. Elect Patrick Wang Shui Chung as DirectorNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.Member of the Nomination Committee. Gender balance on the Board is under 20%, which is considered as best practice in this market. Regardless of the level ofindependence, it is considered that it is the responsibility of the most senior Board members, and members of the Nomination Committee, to ensure that there isadequate gender diversity on the Board. Although there are no specific legal requirements or recommendations in this market, it is considered that companies shouldnot rely on minimum standards, but aim to best practice, including in gender diversity. Opposition is recommended.

Vote Cast: Oppose

DCC PLC AGM - 12-07-2019

3. Approve the Remuneration ReportOverall disclosure is adequate. The change in the CEO’s salary is in line with the rest of the Company, as the CEO’s salary rose by 2%, while employee pay increasedby 2-3%. The CEO’s salary is in the lower quartile of the Company’s comparator group. The changes in the CEO pay over the last five years are considered in linewith the changes in Company’s TSR performance over the same period. Total variable pay for the year under review is excessive at 240.2% of salary for the CEO. Theratio of CEO pay compared to average employee pay is not acceptable at 58:1.Rating: AC.




10. Authorise Share RepurchaseIt is proposed to authorise the Board to purchase Company’s shares until next AGM. This resolution will not be supported unless the Board has set forth a clear, cogent

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and compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, an oppose vote isrecommended.


AMIGO HOLDINGS PLC AGM - 12-07-2019

2. Approve the Remuneration ReportDisclosure:All elements of the Single Total Remuneration Table are adequately disclosed. Increase in CEO salary is in line with the rest Company. During the yearunder review, the CEO’s salary increased by 19 % which is considered in line with the rest of the Company which saw a 20% increase in salary. The CEO salary isconsidered to be below the upper quartile of a peer comparator group.Balance:The balance of CEO realized pay with financial performance was not possible to calculated since the Company is listed recently in the year under review.TheCEO total variable for the year under review is not considered excessive at 77.4% of salary (Annual Bonus: 77.4% of salary - no LTIP) as only Annual Bonus wasawarded to the CEO. The ratio of CEO pay compared to average employee pay is acceptable at 14:1.Rating:AC


3. Approve Remuneration PolicyPolicy rating: ADB.Annual Bonus, maximum opportunity is at 200% for the CEO and 150% for the Executives. Performance measures are 50% Financial, 25% Group customer, peopleand culture, 15% Group strategic and, 10% individual. The Annual Bonus is subject to deferral into shares based on the Deferred Bonus Plan this means that 100% ofthe Bonus will defer to shares for a three-year period until the shareholding requirements are achieved .Then when the requirements achieved 50% of the annual bonuswill be deferred into shares for three years with the other 50% paid in cash following the year-end. Malus and Claw backs apply for the Bonus. Long-term IncentivePlan, the LTIP has a maximum opportunity 200% for the Executives and for the CEO, additionally there is an exceptional 250% of the salary for one-off exceptionalcircumstances such as the year in which a new Executive is recruited. Performance measures will be 70% financials or TSR, for the year under review the performancemeasures were: EPS growth (50%), Relative TSR vs FTSE 250 excluding Its (25%) and Absolute TSR (25%). Vesting period is three years which is not consideredsufficient long-term, however a two-year holding period has added, which is welcomed. Malus and clawback apply for the LTIP. Shareholding guideline is at 200% ofthe salary for a five-year period which is considered adequate. Pension has a contribution of 5% of the salary.


15. Approve New Long Term Incentive PlanThe Board proposes the approval of a new long-term incentive plan. Under the plan, the CEO and other executives will be awarded rights to shares, a portion (or all) ofwhich will vest depending on the achievement of some performance criteria. Maximum opportunity is at 200% of the salary with a 250% for exceptional circumstancessuch as during the year in which a new executive is recruited. Performance measures are not disclosed although the Company states that performance conditionsapplicable to Awards granted in any one year will be fully disclosed in the Company’s annual report and financial statements for that year. The vesting period will bethree years which is not considered sufficient long-term, however a two-year holding period apply which is welcomedLTIP schemes are not considered an effective means of incentivizing performance and are inherently flawed. There is the risk that they are rewarding volatility rather

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than the performance of the company. They are acting as a complex and opaque hedge against absolute company underperformance and long-term share price falls.They are also a significant factor in reward for failure. Opposition is recommended.


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




CONSTELLATION BRANDS, INC. AGM - 16-07-2019

2. Appoint the AuditorsKPMG proposed. Non-audit fees represented 0.74% of audit fees during the year under review and 0.74% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor.Opposition is recommended.


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


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HICL INFRASTRUCTURE PLC AGM - 16-07-2019

11. Appoint the AuditorsKPMG proposed. Non-audit fees represented 28.57% of audit fees during the year under review and 31.58% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor. Opposition is recommend.


INDITEX (INDUSTRIA DE DISENO TEXTIL) SA AGM - 16-07-2019

6.a. Reelect Pablo Isla Alvarez de Tejera as DirectorExecutive Chair. Although the position of chair and CEO are becoming separate, the current chair will retain executive tasks. It is considered that, in terms of goodpractice, the Chair of the Board should act with a proper degree of independence from the Company’s management team when exercising his or her oversight of thefunctioning of the Board. Holding an executive position is incompatible with this and a vote to Oppose is recommended.

Vote Cast: Oppose

6.b. Reelect Amancio Ortega Gaona as DirectorNon-Executive Director. Not considered to be independent as he is the Founder of the Company and was the Executive Chair until January 2011. Mr Amancio OrtegaGaona is the indirect holder of Inditex shares through two significant shareholders: Pontegadea Inversiones S.L. and Partler 2006, S.L. There is insufficient independentrepresentation on the Board.

Vote Cast: Oppose

6.d. Reelect Emilio Saracho Rodriguez de Torres as DirectorNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.

Vote Cast: Oppose

8. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 1.54% of audit fees during the year under review and 2.29% on a three-year aggregate basis. This level of non-auditfees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There areconcerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Abstain

9. Approve Restricted Stock PlanThe Board proposes the approval of a new executive incentive plan. The Plan consists of the combination of a pluri-annual bonus in cash and the promise to deliver

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free shares which, once a specific period of time has elapsed and the achievement of some specific objectives has been verified, shall be paid to the beneficiaries of thePlan, either in full or in the relevant applicable percentage. Executive directors will receive, if appropriate, an incentive to be implemented as follows: 60% in shares and40% in cash. The remaining members of management and employees who are beneficiaries of the Plan will receive, if appropriate, an incentive to be implemented asfollows: 60% in shares and 40% in cash; 50% in shares and 50% in cash; 40% in shares and 60% in cash; or, 25% in shares and 75% in cash, based upon the systemassigned to each beneficiary.The achievement of the objectives shall be assessed through identifiable and quantifiable parameters called metrics. The incentive to bepaid to each beneficiary will depend upon the following metrics, each with a 1/3 weigh: PBT (Profit Before Taxes) growth: defined as the growth of profit before taxes ina certain period of time, expressed in percentage terms; Same-store Sales growth (MMTT): defined as the growth of sales in comparable physical and online stores,according to the information released by the Company, expressed in percentage terms; Relative Total Shareholder Return (TSR), defined as the comparison of theevolution of an investment in Inditex’s shares with the evolution of an investment in shares of any of the companies included in the Benchmark Group of companies (asdefined below), determined by the ratio (expressed as a percentage) between the final value of an hypothetical investment in shares (reinvesting the dividends fromtime to time) and the initial value of that same hypothetical investment. In case of over-achievement, the maximum incentive granted might be exceeded, capped at125%. The Plan has a total duration of 4 years and is divided into two separate and independent time cycles. The first cycle of the Plan runs from 1 February 2019through 31 January 2022. The second cycle of the Plan extends from 1 February 2020 through 31 January 2023. Performance targets have not been fully quantifiedat this time, which makes an informed assessment impossible and may lead to (partial) payment against (partial) failure.LTIP based schemes are inherently flawed. There is the risk that they are rewarding volatility rather than the performance of the Company (creating capital and - lawful- dividends). They act as a complex and opaque hedge against absolute Company underperformance and long-term share price falls. They are also a significant factorin reward for failure.

Vote Cast: Oppose

10. Authorise Share RepurchaseIt is proposed to authorise the Board to purchase Company’s shares for 10% and five years. This resolution will not be supported unless the Board has set forth aclear, cogent and compelling case demonstrating how the authority would benefit long-term shareholders. The Company has stated that this resolution may authorisethe Board of Directors to allocate all or part of its repurchased shares to remuneration schemes. However, this is not considered to be sufficient, as it includes only partof the requested authority. As no clear justification was provided by the Board regarding the full use of the authority, an oppose vote is recommended.

Vote Cast: Oppose

11. Approve Remuneration PolicyIt is proposed to amend the remuneration policy for directors for financial years 2019, 2020 y 2021, in order to add the annual fixed remuneration of Mr Carlos CrespoGonzález. The annual fixed remuneration of the new executive director, Mr Carlos Crespo González, will amount to EUR 1.5 million. The remaining provisions of theremuneration policy are unchanged.It is proposed to approve the remuneration policy. Variable remuneration appears to be consistently capped, and the payout is in line with best practice. There are clawback clauses in place over the entirety of the variable remuneration, which is welcomed. However, the Company has not disclosed quantified targets or performancecriteria for its variable remuneration component, which may lead to overpayment against underperformance. On balance, abstention is recommended.

Vote Cast: Abstain

12. Approve the Remuneration ReportIt is proposed to approve the annual report on remuneration of Executive and Non-Executive Directors with an advisory vote. The Company discloses all elements of

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remuneration for Executives and Non-Executives. The payout is in line with best practice, being under 200% of the fixed salary. There are claw back clauses in placeover the entirety of the variable remuneration, which is welcomed. However, the Company has not fully disclosed quantified targets against which the achievementsand the corresponding variable remuneration has been calculated. Although a common practice in this market as this is deemed to be sensitive information, it preventsan accurate assessment and may lead to overpayment against underperformance. On balance, abstention is recommended.

Vote Cast: Abstain

BURBERRY GROUP PLC AGM - 17-07-2019

2. Approve the Remuneration ReportAll elements of the Single Total Remuneration Table are adequately disclosed. The CEO’s salary is considered to be in the upper quartile of PIRC’s comparator groupwhich raises concerns over the excessiveness of his pay. It is noted that the Remuneration Report registered a significant level of oppose votes of approximately10.76% at the 2018 AGM which has not been adequately addressed. Performance conditions and targets for the ESP are stated. It is noted that the Board considersthe Adjusted PBT bonus targets to be commercially sensitive and stated that the targets will be disclosed in the 2019/20 financial year. However, it should be notedthat PBT is considered an inappropriate executive performance measure as it is not in line with the shareholder experience of benefiting from profits after tax. TheCEO’s pay over the last five-year period is considered in line with the Company TSR performance over the same period. The ESP awards granted during the yearwere excessive, amounting to 325% of salary for the CEO. Also, the total variable pay for the year under review is also considered to be overly excessive, amountingto 211.93% of salary for the CEO, exceeding the recommended limit of 200% of salary. The ratio of CEO pay compared to average employee pay is not acceptable at57:1; it is recommended that the ratio does not exceed 20:1.Rating: BD


4. Re-elect Gerry MurphyThe Chair is also chairing another company within the FTSE 350 index. He is also Chair of Tate & Lyle plc, a FTSE 250 company. It is considered that a chair cannoteffectively represent two corporate cultures. The possibility of having to commit additional time to the role in times of crisis is ever present. Given this, a Chair shouldfocus his attention onto the only one FTSE 350 Company.


6. Re-elect Jeremy DarrochSenior Independent Director. Considered independent. However, this Director has an attendance record of less than 90% for both Board and Committee meetingswhich they were eligible to attend during the year. An oppose vote is therefore recommended.


10. Re-elect Orna NiChionnaIndependent Non-Executive Director. However, the Company’s remuneration for the year under review is considered excessive and unacceptable. As she was theChair of the Remuneration Committee throughout the year, she harbours the responsibility to address such issues. An oppose vote is therefore recommended.

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13. Re-appoint PricewaterhouseCoopers LLP as AuditorsPwC proposed. Non-audit fees represented 8.33% of audit fees during the year under review and 15.94% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor.




SEVERN TRENT PLC AGM - 17-07-2019

2. Approve the Remuneration ReportDisclosure:Cash remuneration, benefits and pension contributions are adequately disclosed in the Single Total Remuneration Figure table. The increase in CEOsalary during the year is commensurate with the average employee. The CEO salary is in the median range of a peer comparator group.Balance:The balance of CEO realized pay with financial performance is considered acceptable as the change in CEO total pay over the last five years is aligned to thechange in TSR over the same period. Over the five-year period average annual increase in CEO pay has been approximately 8.07% whereas, on average, TSR hasincreased by 6.79%. Total realized rewards under all incentive schemes during the year amount to 212.9% of salary (Annual Bonus: 70.6% - LTIP: 142.3% of salary)slightly above the recommended threshold of 200%. The ratio between the CEO pay and the average employee pay is excessive at 32:1.Rating:AC


3. Amend Long Term Incentive Plan 2014Company is seeking shareholder approval to amend the rules of the Severn Trent Plc Long Term Incentive Plan 2014 (the ‘LTIP’) to align the maximum limit for awardsmade under the Plan with the maximum set out in the Remuneration Policy of 200% of salary in any financial year and to remove the facility to make exceptionalThe LTIP only utilizes RoRE as the sole metric.However, the Company states that RoRE reflects performance on a range of measures and is a holistic performancemeasure that requires management to focus on a range of areas such as Totex, Customer Outcome Delivery Incentives (ODIs) and financing. The additional measuresthat included in the customers ODIs are: Number of complaints about drinking water quality, Compliance with drinking water standards, Leakage, Speed of responsein repairing leaks, Number of minutes customers go without supply each year, Customers at risk of low pressure, Number of internal sewer flooding incidents, Numberof external sewer flooding incidents, Customers rating our services as good value for money and Number of category 3 pollution incidents. According to the bestpractice, the scheme operate at least two quantifiable performance metrics. The plan also affords an inappropriate level of discretion to the Remuneration Committee

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when determining whether LTIP awards should be allowed to vest. If cessation of employment occurs for any reason other than dishonesty, fraud, misconduct or othercircumstances which would justify the Award Holder’s summary dismissal, the committee is able to terminate the application of the newly-introduced holding period.Moreover, it is not considered that LTIPs are an effective means of incentivizing performance. These schemes are not considered to be properly long term and aresubject to manipulation due to their discretionary nature. An oppose vote is recommended.awards to participants.


9. Re-elect Andrew DuffChair. Independent upon appointment. However, this director is no longer considered independent owing to a tenure of over nine years. On this basis, an oppose voteis recommended.


14. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 33.33% of audit fees during the year under review and 31.21% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor. Opposition is recommended.






JOHNSON MATTHEY PLC AGM - 17-07-2019

2. Approve the Remuneration ReportDisclosure:All elements of the Single Total Remuneration Table are adequately disclosed. The change in the CEO’s salary is in line with the rest of the Company, as

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the CEO’s salary rose by 2.5%, and the change in the salaries of the employee comparator group chosen by the Company was an increase of 7.37%.The CEO’s salary is in the upper quartile of the Company’s comparator group. Performance conditions and past targets for the annual bonus are adequately disclosed.Performance conditions and targets for the PSP are adequately disclosed. All share incentive awards are fully disclosed with award dates and prices.Balance:Changes in CEO pay in the last five years are considered to be in line with changes in TSR over the same period. Total variable pay for the year under reviewis at 211.9% of the salary( Annual Bonus 80.7% and LTIP 131.2%)s and is considered excessive. The ratio of CEO pay compared to average employee pay is notacceptable at 34:1; it is recommended that the ratio does not exceed 20:1.Rating:AC






ROYAL MAIL PLC AGM - 18-07-2019

3. Approve Remuneration PolicyPolicy rating:BCBThe Remuneration Committee after the opposition to the Remuneration Report received in the previous AGM of 64.82% and the engagement it has with shareholdersproposes the following changes: Annual Bonus: the target is reduced to 50% of the maximum from 67% and the maximum opportunity is reduced from 200% of thesalary to 150% of the salary. Additionally, financial metrics for the Annual Bonus will weight 75% LTIP, the vesting threshold performance is reduced from 50% to 25%for all metrics. The maximum opportunity increased from 150% to 200% and the Remuneration Committee. The pension contribution for the new Executives will bealigned with the workforce at 15.6%. Additionally, for the shareholding guidelines the Committee added a post-cessation shareholding of 200% of the salary to beheld in Company’s granted shares for a two-year period. Annual Bonus: Maximum opportunity at 150% of the salary split between two plans an annual cash bonus of100% of the salary and a deferred bonus of 50% of the salary. Performance measures and their weighting they will be selected at the start of the financial year andwill include financial, strategic and operational measures. For the 2019-2020 period 75% of the targets will be financials with the remaining being operational KPI’s andstrategic. Measures for the period 2019-2020 are, Group operating profit 30%, UKPIL costs 25%,Group revenue 20%, First Class Quality of Service 7.5%,Reduction inLost Time Accident Frequency Rate 7.5% and strategic objectives 10%. Additionally, a minimum level of operational profit must be achieved in order any Bonus to be

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payable to the Executive Director. There is a deferral period of three years for the one third of the Bonus. Malus and clawback apply for the Annual Bonus. Long-TermIncentives Plan, maximum opportunity is at 150% of the salary, performance measures are 40% relative TSR against the FTSE 50-150 (excluding mining and financialcompanies). If the Group’s relative TSR performance is ranked at median, 25% of the award will vest, increasing to full vesting if performance is in the top quartileof the group. Additionally, the other measures are, 40% Group EBITDA and 20% Group Parcels Revenue .The vesting period is three years which is not consideredsufficient long-term , however a two-year holding period apply for the LTIP awards. Malus and clawback are applied for the LTIP. Shareholding guidelines is at 200% ofthe salary and on Departure of an Executive from the Company an additional 200% of the salary is to be held by the Company for a two-year period.




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


BABCOCK INTERNATIONAL GROUP PLC AGM - 18-07-2019

4. Elect Ruth Cairnie as DirectorIndependent Non-Executive Chair. However, there are concerns over the director’s potential aggregate time commitments.


5. Re-elect Sir David Omand as DirectorSenior Independent Director. Not considered independent owing to a tenure of over nine years. It is considered that a Lead Independent Director should be independent,in order to fulfil the responsibilities assigned to that role. An Oppose vote is recommended.


15. Re-appoint the Auditors, PricewaterhouseCoopers LLPPwC proposed. Non-audit fees represented 4.55% of audit fees during the year under review and 6.15% on a three-year aggregate basis. This level of non-audit fees

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


19. Approve New Executive Share PlanThe Board proposes the approval of a new executive incentive plan. Under the plan, participants will be allotted shares or rights to shares. Performance targets havenot been quantified at this time, which makes an informed assessment impossible and may lead to (partial) payment against (partial) failure.LTIP based schemes are inherently flawed. There is the risk that they are rewarding volatility rather than the performance of the Company (creating capital and - lawful- dividends). They act as a complex and opaque hedge against absolute Company underperformance and long-term share price falls. They are also a significant factorin reward for failure.


21. Authorise Share RepurchaseIt is proposed to authorise the Board to purchase Company’s shares for 10% until the next AGM. This resolution will not be supported unless the Board has set fortha clear, cogent and compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, anoppose vote is recommended.


SSE PLC AGM - 18-07-2019

3. Approve Remuneration PolicyPolicy rating:BCC Changes, the Remuneration Committee proposing a new pension policy for new Executive appointments in order to align pension contributionswith the wider workforce the contribution is to be set at 12% of the salary. In the post-employment share ownership, the deferred shares is proposed to be held from thecurrently one year to two year period. Maximum PSP levels, the recruitment policy suggest a maximum of PSP level of 225%, this is to be reduced to 200%.Additionaly in the performance measures for the AIP(Annual Bonus) a new sustainability measure is added. More specific the committee proposes a 20% of the AIP will be focuson the issues of: cutting the carbon intensity of electricity generated; trebling renewable output; accommodating 10 m electric vehicles; and, championing fair tax andthe real Living Wage. Annual Bonus, maximum opportunity is 150% of the salary for the CEO, and 130% of the salary for the Executives. Performance measures are50% financial, 50% non-financial with the addition of a sustainability target. One third of the Bonus is differed to shares for a three-year period and two third of the Bonusare paid in cash. Additionally, a two-year holding period apply in which the after-tax number of shares under the career share award will be held in a nominee accountuntil the first anniversary of the cessation of the Executive Director’s employment with the Company Malus and clawback applied for the Annual Bonus. Long-TermIncentive Plan (PSP), maximum opportunity is at 200% of the salary for the CEO and 175% of the salary for the Executives. Performance measures, The Committeedetermines targets each year to ensure that they are stretching and represent value creation for shareholders. The measures are based on financial and relative totalshareholder return measures which compromises 70% of the award. The vesting period is three years, however a two-year holding period apply which is welcomed.Malus and Clawbacks apply in the PSP.


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9. Re-elect Richard GillingwaterChair. Independent upon appointment. However, this director is no longer considered independent owing to a tenure of over nine years. On this basis, an oppose voteis recommended.




BRITISH LAND COMPANY PLC AGM - 19-07-2019

3. Approve Remuneration PolicyPolicy rating: BDCChanges in the Policy: Any salary increase for the Executives will not be higher than the workforce, the maximum contribution for pension will be at the level of theworkforce for the new Executives, The Annual Incentive plan will have more specific targets, 70% will be quantitative measures and the remainder will be based instrategic measures, the recovery provisions are strengthened so bonus and LTIP could be recovered in the event of corporate failure or reputational damage. Thesewill apply for three years from the date performance is calculated. Additionally, the shareholding guidelines will apply to Executive Directors following the cessation ofemployment for 2 years. Annual Bonus, maximum opportunity is at 150% of the salary. Performance measures are quantitative and strategic. The objectives are setby the main Board and the measures by the Remuneration Committee which also has the discretion to adjust the out turn to ensure it reflects underlying performance.One third of the Bonus is deferred to Company’s shares and two third of the bonus are paid in cash. Malus and Claw backs apply for the Annual Bonus. LTIP, maximumopportunity is at 300% of the salary. Performance measures are: total property return (TPR) performance is assessed relative to an MSCI benchmark (40%), totalaccounting return (TAR) is assessed relative to a market capitalisation weighted index of the companies within the FTSE 350 (20%), and total shareholder return (TSR)is assessed against both the FTSE 100 and a comparator group consisting of the companies within the FTSE 350 property companies that use EPRA accounting, bothon market capitalisation weighted bases (40%). Vesting period is three years which is not considered sufficient long-term but a two-year holding period apply which iswelcomed. Malus and Claw backs apply for the LTIP. Shareholding is 225% of the salary for the CEO and 200% for the Executives.



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HOMESERVE PLC AGM - 19-07-2019

2. Approve the Remuneration ReportDisclosure:All elements of the Single Total Remuneration Table are adequately disclosed. A 2% increase in the CEO’s salary is considered in line with a 3.6% increasefor other employees. The CEO’s salary is considered in the median of a comparator group.Balance:The CEO’s realized variable pay for the year under review is considered excessive at 702.9% of salary (Annual Bonus: 74.9%, LTIP: 628%). The LTIP awardfor the year is considered excessive The ratio of CEO to average employee pay has been estimated and is found unacceptable at 25:1. Changes in CEO pay over thelast five years are not considered to be in line with changes in Company’s TSR performance over the same period.Rating: BE


4. Re-elect Barry GibsonChair. Independent upon appointment. However, this director is no longer considered independent owing to a tenure of over nine years. On this basis, an oppose voteis recommended.


13. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 0.00% of audit fees during the year under review and 5.36% on a three-year aggregate basis. This level of non-auditfees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There areconcerns that failure to regularly rotate the audit firm can compromise the independence of the auditor. Opposition is recommended.



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GCL-POLY ENERGY HLDG LTD EGM - 19-07-2019

1. Approve Disposal of Equity Interest in Subsidiaries, Grant of Put Option, and Related Transactions.The Board is seeking shareholder approval for a Share Purchase Agreement between Suzhou GCL New Energy Investment Co., Ltd. as seller and Shanghai RongyaoNew Energy Co., Ltd. as purchaser in relation to the sale and purchase of the Sale Shares and the Sale Shareholder’s Loan; and the grant of the Put Options; and toauthorise any director of the Company to give effect to the Disposals and the Put Options and the transactions contemplated under the Share Purchase Agreementsand all matters incidental or ancillary thereto.The Seller is selling 70% of the equity interests in each Target Company in consideration for an estimated RMB 1,740,616,700. The Sale Shareholder’s Loan, being70% of the Shareholder’s Loan in relation to each Target Company (as defined in the Agreement). The Target Companies own 19 operational solar power plants in thePRC with an aggregate installed capacity of approximately 977MW.Upon Completion, 70% of the equity interests in the Target Companies will be held by the Purchaser and 30% of the equity interests in the Target Companies will beheld by the Seller. As at the Latest Practicable Date, the Seller has no plans to dispose of its remaining 30% equity interests in the Target Companies upon Completion.The Put Options are exercisable at the discretion of the Purchaser or the Target Companies upon the occurrence of certain specified events, with the exercise price forthe Put Options to be determined in accordance with the terms of the Share Purchase agreements.The Consideration under each of the Share Purchase Agreements shall be an aggregate of (i) the consideration for the Sale Shares (the "Share Price") and(ii) the consideration for the Sale Shareholder’s Loan (the "Shareholder’s Loan Price"). The aggregate Consideration under the Share Purchase Agreements isRMB1,740,616,700, of which the final Shareholder’s Loan Price will be determined pursuant to the Closing Audit Report.After the Closing Date, the Target Companies and the Project Companies will cease to be subsidiaries of the GNE Group and the Group, and the profits and loss aswell as the assets and liabilities of the Target Companies and the Project Companies will no longer be consolidated into the consolidated financial statements of theGNE Group and the Group.The Share Price was determined after arm’s length negotiations between the Seller and the Purchaser, there are concerns about the level of independence on the boardas only 2 of the 11 directors on the Board are considered independent and no external advisor have been appointed. However it is not thought to be in shareholders’best interests to block this disposal as the transaction is primarily a commercial arrangement, abstention is recommended.

Vote Cast: Abstain

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PREMIER TECHNICAL SERVICES GROUP PLC EGM - 22-07-2019

2. Approve the Reinvestment Arrangements and the Management Incentivisation Plan (MIP)Under the Reinvestment Arrangements, each of Paul Teasdale, Roger Teasdale and the other Reinvesting Managers who hold (or will hold) PTSG Shares have agreedto be bound by the terms of the Scheme in respect of all of the PTSG Shares held by them other than those PTSG Shares which are subject to the ReinvestmentArrangements and which are to be acquired by Bidco outside the Scheme. In the case of the other Reinvesting Managers who hold (or will hold) PTSG Shares, thisis in respect of 252,104 PTSG Shares in aggregate, being 49,340 PTSG Shares in respect of Adam Coates and 202,764 PTSG Shares in respect of Andrew Dack.None of these individuals is permitted to vote at the Court Meeting or on the resolution to approve the Reinvestment Arrangements and the MIP that is to be proposedat the General Meeting and they have therefore also committed not to vote on these matters.If the Scheme becomes Effective, Bidco intends to put in place the MIP. The Reinvesting Managers will participate in the MIP. The Sweet Equity Shares (being 20 percent. of the fully diluted equity share capital of Midco as at the Effective Date) will be made available to MIP participants. The Sweet Equity Shares will rank behind thepreference shares to be issued by the Bidco Group to members of the Macquarie Group pursuant to the Share Subscription Agreement and Paul Teasdale and RogerTeasdale and the other senior managers pursuant to the Reinvestment Arrangements. The Sweet Equity Shares will be non-voting. The Sweet Equity Shares shall beentitled to a performance-based ratchet. The ratchet will operate such that MIP participants shall be entitled to receive an additional amount of the fully diluted sharecapital of Midco calculated on the basis of a net return (money multiple and IRR) for the Macquarie Group.At this time, it seems that this plan will not be based on any performance criteria but only on the beneficiaries continued employment. As a result, they may receivebonuses unrelated to their performance or even the performance of the Company as a whole, which is considered a serious frustration of shareholder accountability.LTIP based schemes are inherently flawed. There is the risk that they are rewarding volatility rather than the performance of the Company (creating capital and - lawful- dividends). They act as a complex and opaque hedge against absolute Company underperformance and long-term share price falls. They are also a significant factorin reward for failure.

Vote Cast: Oppose

SCAPA GROUP PLC AGM - 23-07-2019

2. Approve the Remuneration ReportThe payout is in line with best practice, under 200% of the fixed salary. However, the Company has not fully disclosed quantified targets against which the achievementsand the corresponding variable remuneration has been calculated. The annual bonus is a discretionary plan and the Committee retains the discretion to adjust anyformulaic outcome to reflect overall business or individual performance or any other reason considered appropriate. There are claw back clauses in place over theentirety of the variable remuneration, which is welcomed. However, the Company has not fully disclosed quantified targets against which the achievements and thecorresponding variable remuneration has been calculated. As such, it prevents an accurate assessment and may lead to overpayment against under-performance. Onbalance, abstention is recommended.

Vote Cast: Abstain

3. Approve Remuneration PolicyThe key proposed changes to the Directors’ Remuneration Policy are: a reduction in the maximum level of pension for new Executive Directors to 10% of salary; themaximum annual bonus opportunity be increased from 150% to 185% of salary with an overall maximum of 200% of salary for exceptional performance of targets.A newly appointed Chief Executive Officer’s bonus will normally comprise 2/3 cash settlement and 1/3 deferred into shares; and bonus awards for other Executive

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Directors, which exceed 100% of salary, will be satisfied in deferred shares. Deferred shares will be retained for up to three years; the maximum award under the LTIPhas been maintained at 200% of salary but the annual award thresholds have been increased from 100% to 150%; recovery by malus and claw-back provisions willapply to deferred share bonuses and LTIPs; and the scope of operating discretion in the bonus plan and LTIPs has been increased.Variable remuneration appears to be consistently capped, although the pay-out may exceed 200% of the fixed remuneration for the highest paid director. There are clawback clauses in place over the entirety of the variable remuneration, which is welcomed. However, the Company has not fully disclosed quantified targets or performancecriteria for its entire variable remuneration component, which may lead to overpayment against under-performance. On balance, opposition is recommended based onexcessiveness concerns.

Vote Cast: Oppose

14. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 12.00% of audit fees during the year under review and 42.05% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Abstain

16. Adoption of new Scapa Group plc 2019 Long Term Incentive PlanThe Board proposes the approval of a new executive incentive plan. Under the plan, participants will be allotted shares or rights to shares. Awards subject to aperformance condition will normally vest (and generally be released) as soon as practicable following the end of the performance period to the extent that the Boarddetermines that the performance condition has been satisfied (and subject to any adjustment the Board considers necessary if the vesting level does not reflect theunderlying financial performance or is not appropriate in the circumstances). Awards not subject to a performance condition will usually vest (and be released) on thethird anniversary of the grant date (or on such other date or dates as the Board determines). Options will normally be exercisable from the date of vesting until thetenth anniversary of the grant date, or such earlier date as the Board determines.Performance targets have not been quantified at this time, which makes an informed assessment impossible and may lead to (partial) payment against (partial) failure.LTIP based schemes are inherently flawed. There is the risk that they are rewarding volatility rather than the performance of the Company (creating capital and - lawful- dividends). They act as a complex and opaque hedge against absolute Company underperformance and long-term share price falls. They are also a significant factorin reward for failure.

Vote Cast: Oppose


Vote Cast: Oppose

21. Authorise Share Repurchase

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

Vote Cast: Oppose

STOBART GROUP LIMITED AGM - 23-07-2019

3. Re-elect Warwick BradyChief Executive Officer. Acceptable service contract provisions. As neither the Chair of the Sustainability Committee nor the Board Chair is up for re-election, the ChiefExecutive is considered accountable for the Company’s Sustainability programme which are not considered to be adequate in order to minimize material risks linked tosustainability. The director received a significant level of oppose votes at approximately 38.2% at the last AGM, however this has been adequately addressed. There isonly one female Director, representing approximately 14.3% of the Board which is not considered adequate. PIRC’s guidelines encourage all listed companies to set atarget for female representation on the Board of at least 33% as recommends Lord Davies, which has not been the case for the Company. On these bases, oppositionis recommended.


10. Re-appoint KPMG LLP as AuditorsKPMG proposed. Non-audit fees represented 1.56% of audit fees during the year under review and 6.58% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor.


12. Approve the Remuneration ReportAll elements of the Single Total Remuneration Table are adequately disclosed. Also, the CEO’s salary is in the median of PIRC’s comparator group. However, theincrease in CEO salary is not in line with the salary of the entire workforce. The CEO’s salary increased by 3% while the salary of the entire workforce decreased by10.7%. The Company states that the average increase awarded to the wider workforce is not reflected within the calculations due to the increase in employee numberswithin certain areas of the business where average salaries are typically lower than the average across the Group. The balance of CEO realised pay with financialperformance is not considered acceptable as the change in CEO total pay over the last five years is not aligned to the change in TSR over the same period. Overthe five year period average annual increase in CEO pay has been approximately 198.74% whereas, on average, TSR has increased by 14.42%. However, the Totalvariable pay for the year under review is considered appropriate amounting to approximately 73% of salary which is inclusive of only the Annual Bonus. The ratio ofCEO pay compared to average employee pay has been estimated and considered unacceptable at 22:1Rating: BD


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SINGAPORE TELECOMMUNICATIONS AGM - 23-07-2019

6. Elect Bradley Joseph Horowitz as DirectorIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments. As abstain is not a valid voting option atthis meeting, opposition is recommended.

Vote Cast: Oppose


Vote Cast: Oppose

TR PROPERTY INVESTMENT TRUST PLC AGM - 23-07-2019

5. Re-elect Hugh SeabornChair. Not considered independent owing to a tenure of over nine years on the Board. It is a generally accepted norm of good practice that the Chair of the Boardshould act with a proper degree of independence from the Company’s management team when exercising his or her oversight of the functioning of the Board.


VODAFONE GROUP PLC AGM - 23-07-2019

13. Re-elect David NishIndependent Non-Executive Director, Chair of the Audit committee. The committee has reacted to the potential legal action by PwC, and decided to call for a tenderto rotate the audit firm accordingly. However, it is of concern that the committee did not act since 2017, when PwC agreed a deal between Vodafone UK (of whichit was audit firm) and Phones 4U (of which it was administrator), when press reported news over potential replacement of PwC as auditor. Overall, and despite thereaction of the audit committee at this time, it is considered that the current committee composition (of which the chair is considered accountable for the sake of this

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recommendation) may not be the most suitable for the choice of the new audit firm (based on the inaction with the previous auditor, PwC). On this basis, abstention isrecommended


15. Approve the Remuneration ReportDisclosure:All elements of the Single Total Remuneration Table are adequately disclosed. CEO salary is in line with the workforce since the CEO salary decrease by17.7% when the workforce increase by 5.1%. The CEO salary is at upper quartile of the competitors group.Balance:The balance of CEO realized pay with financial performance is considered acceptable as the change in CEO total pay over the last five years is aligned tothe change in TSR over the same period. Over the five-year period average annual increase in CEO pay has been approximately 1.11% whereas, on average, TSRhas decreased by 2.71%. The CEO’s total realized variable pay is considered acceptable at 183.6% of salary (Annual Bonus: 97.4%, LTIP:86.2%). The ratio of CEOto average employee pay has been estimated and is found unacceptable at 43:1.Rating: AC






EFG EUROBANK ERGASIAS SA AGM - 24-07-2019

1. Approve Financial StatementsNon-financial information has not been disclosed. The EU Non-Financial Reporting Directive stipulates that member states are required to disclose a non-financialstatement containing relevant information as prescribed in the directive. Although companies are allowed to publish such statement until six months after the end of thefinancial year, it is considered that it should be disclosed to all shareholders in occasion of the annual general meeting. On this ground, abstention is recommended.

Vote Cast: Abstain

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2. Discharge the Board and AuditorsIn this market, auditors discharge may prevent lawsuits or claims for activities carried out during the year relating to facts that have not been disclosed to shareholders.As a consequence, releasing auditors from liability will weaken the governance framework and introduce great risks for investors. On this basis, opposition isrecommended.

Vote Cast: Oppose

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

Vote Cast: Abstain

5. Approval of the remuneration for the financial year 2018 and of the remuneration to be paid for the financial year 2019 for the DirectorsIt is proposed approval of fees and remunerations, which had been paid, to members of the Board of Directors, for the past fiscal year and preliminary approval ofremuneration for next year. The fees paid for last year correspond to those pre-approved at last year’s AGM and do not raise serious concerns. On the other hand,fees for next year are not disclosed at this time. On this basis, abstention is recommended.

Vote Cast: Abstain

EXPERIAN PLC AGM - 24-07-2019

2. Approve the Remuneration ReportDisclosure: The Committee has disclosed the annual bonus targets. Maximum award levels, performance conditions and associated targets, as well as the vestingscale and performance period for the principal long-term incentive arrangements are adequately disclosed.Awards made under the PSP are subject to an underpin element (ROCE), the target of which is 25% vesting at 14.5% ROCE, increasing to 100% vesting at 16%ROCE. The Company state that year-end ROCE was 15.9% and that the committee was comfortable that the pay-out determined by applying the performance criteriawas appropriate in the context of this level of performance.Balance: The CEO’s salary is in the upper quartile of the Company’s comparator group. This raises concerns over potential excessiveness of variable incentiveschemes as the base salary determines the overall quantum on the remuneration structure. The changes in CEO pay over the last five years are not in line withthe Company’s TSR performance over the same period. Over the five year period average annual increase in CEO pay has been approximately 28.8% whereas, onaverage, TSR has increased by 17.43%. Total variable pay for the CEO during the year under review amounts to 491.35% of salary (Annual Bonus: 169.9% of salary,LTIPs: 764% of salary), which is highly excessive. In addition, the ratio between the CEO pay and the average employee pay is not appropriate at 37:1.Rating: BE


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




VERTU MOTORS PLC AGM - 24-07-2019

2. Appoint the AuditorsPwC proposed. Non-audit fees represented 2.27% of audit fees during the year under review and 13.69% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

8. Elect Ken LeverSenior Independent Director. Not considered independent as the director has a relationship with the Company, which is considered material. In 2018 Biffa plc, ofwhich Mr K Lever is a director and shareholder, acquired SWRnewstar Limited, which provides the Group’s waste services. There have been no negotiations withSWRnewstar Limited since this date and Mr Lever will not be involved in any renewal or review of the Group’s contract with SWRnewstar Limited. However, due tohis holding in SWRnewstar, him refraining from participating to any renewal may not be sufficient to maintain his independence, as he may have an indirect interest.It is considered that a Senior Independent Director should be independent, in order to fulfil the responsibilities assigned to that role. Therefore, an oppose vote isrecommended.

Vote Cast: Oppose

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

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Vote Cast: Abstain


Vote Cast: Oppose


Vote Cast: Oppose

15. Amend Long Term Incentive Plan 2013It is proposed to change the performance targets of the Plan. The vesting of awards under the LTIP is dependent upon the extent to which specified performancetargets have been achieved. Since 2016, LTIP awards have been granted subject to performance conditions based on absolute total shareholder return (TSR) andreturn on equity targets (with an equal weighting). In accordance with the rules of the LTIP, the Remuneration Committee may set different performance conditionsin respect of future awards. Accordingly, the Remuneration Committee proposes that for future awards, vesting will be dependent upon a three-year aggregate profitbefore tax target, adjusted for non-underlying items including amortisation, share based payments charges and any exceptional items. Awards will begin to vest at anentry level aggregate profit before tax target where 37% of the awards will vest increasing to 75% for achieving the principal target. The principal target will be setby the Remuneration Committee have regard to the current market consensus. Maximum vesting will occur on achieving an over-performance target. Between eachvesting threshold awards will vest on a straight line. The Remuneration Committee envisages that these new performance conditions will apply to future awards underthe LTIP. Any change in performance conditions will be explained and justified to shareholders through the Company’s report and accounts.Performance targets have not been quantified at this time, which makes an informed assessment impossible and may lead to (partial) payment against (partial) failure.LTIP based schemes are inherently flawed. There is the risk that they are rewarding volatility rather than the performance of the Company (creating capital and - lawful- dividends). They act as a complex and opaque hedge against absolute Company underperformance and long-term share price falls. They are also a significant factorin reward for failure.

Vote Cast: Oppose

MEDICLINIC INTERNATIONAL PLC AGM - 24-07-2019

2. Approve the Remuneration ReportOverall disclosure is adequate. As reported by the Company the CEO’s salary is in line with the rest of the Company, as the CEO’s salary did not change while thesalaries of all employees increased by 5.61%. Total variable pay for the year under review is not excessive, amounting to 18% of the CEO’s salary. The CEO’s salary is

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in the lower quartile of the Company’s comparator group. Variable pay for the year under review consisted only of annual STI awards, as no LTIP awards to executivedirectors were due to vest in the reporting period. However, changes in the CEO’s total remuneration over the past four years are not in line with changes in TSRduring the same period. The ratio of CEO to average employee pay has been estimated and is considered appropriate at less than 20:1. However, the use of adjustedmetrics to determine incentive awards is also considered inappropriate.Rating: AC.


7. Re-elect Dr Edwin HertzogChair. Not considered independent upon appointment given his involvement as Chief Executive of Mediclinic International Limited until his appointment as Chairman,in 1992. It is considered that the Chair should not be connected to a controlling shareholder in order to protect the rights of the minority shareholders. An oppose voteis therefore recommended.


13. Re-elect Mr Danie MeintjesNon-Executive Director and designated Non-executive Director for engagement with the Company’s workforce, with effect from 1 April 2019. Not consideredindependent as he has served in various executive roles in the Mediclinic Group since 1985. Daniel Meintjes is the former CEO retired in June 2018 and sincethen sitting on the board as NED. Although the sufficient independent representation on the Board, this is not considered to be an appropriate method of workforceengagement given his previous management position. On balance, abstention is recommended.




QINETIQ GROUP PLC AGM - 24-07-2019

2. Approve the Remuneration ReportThe change in the CEO’s salary is in line with the rest of the Company, as the CEO’s salary increased by 2.5% and the salaries of the Company’s chosen comparatorgroup (employees in the UK principal businesses) rose by 3.5%. Changes in CEO pay in the last five years are considered to be in line with changes in TSR over thesame period. Total variable pay for the year under review is not excessive, amounting to 171.5% of salary for the CEO; variable pay consisted only of Bonus BankingPlan awards, as performance conditions for the PSP were not met and therefore no awards vested. The ratio of CEO pay compared to average employee pay is not

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acceptable at 30:1. The remuneration report received significant opposition (10.65%) at the last AGM, and the Company have not adequately responded.Rating: CC.






PENNON GROUP PLC AGM - 25-07-2019





3. Approve the Remuneration ReportOverall disclosure is adequate. The change in the CEO’s salary is in line with the rest of the Company, as the CEO’ salary rose by 2% while the salaries of all

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employees increased by 2.4%. The CEO’s salary is in the lower quartile of the Company’s comparator group. Total variable pay for the year under review is acceptableat 130.3% of salary. However, the balance of CEO realised pay over five years is not commensurate with the change in TSR over the same period. The ratio of CEOpay compared to average employee pay is not acceptable at 30:1.Rating: AC.


MACQUARIE GROUP LTD AGM - 25-07-2019

3. Approve the Remuneration ReportIn accordance with Section 250R of the Australian Corporations Act, the directors are seeking approval of the remuneration report. The Act does not require directorsto act on approval of the resolution and the vote is advisory.It is proposed to approve the remuneration paid or due to the Board of Directors with an advisory vote. There are concerns regarding excess as the total variableremuneration exceeded 200% of the salary. The Company has not fully disclosed quantified targets against which the achievements and the corresponding variableremuneration has been calculated. Although a common practice in this market as this is deemed to be sensitive information, it prevents an accurate assessment andmay lead to overpayment against underperformance. There are claw back clauses in place over the entirety of the variable remuneration, which is welcomed. However,opposition is recommended based on excessive remuneration.

Vote Cast: Oppose

4. Approve Participation of Shemara Wikramanayake in the Macquarie Group Employee Retained Equity PlanThe Board proposes the approval of a new incentive plan. Under the plan, the CEO and other executives will be awarded options or rights to receive shares, which willstart vesting after three years from the date of award. At this time, it seems that this plan will not be based on any performance criteria but only on the beneficiariescontinued employment and a profit share of the Company and its subsidiaries. As a result, they may receive bonuses unrelated to their performance or even theperformance of the Company as a whole, which is considered a serious frustration of shareholder accountability.LTIP based schemes are inherently flawed. There is the risk that they are rewarding volatility rather than the performance of the Company (creating capital and - lawful- dividends). They act as a complex and opaque hedge against absolute Company underperformance and long-term share price falls. They are also a significant factorin reward for failure.

Vote Cast: Oppose

6. Approve Issuance of Macquarie Group Capital Notes 4Authority is sought to issue convertible debt. The part of the authority without pre-emptive rights exceeds 10% of the share capital. This exceeds guidelines. Oppositionis recommended.

Vote Cast: Oppose

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HALMA PLC AGM - 25-07-2019

3. Approve the Remuneration ReportDisclosure: Overall disclosure is acceptable.Balance: The CEO’s realised variable pay is considered excessive at 396.5% of salary (Annual Bonus: 150%, LTIP: 246.4%). The ratio of CEO pay to averageemployee pay is not considered acceptable at 38:1. The CEO’s salary is considered in the top quartile of a peer comparator group. The changes in the CEO pay overthe last five years are considered in line with the changes in Company’s TSR performance over the same period.Rating: AD.






GB GROUP PLC AGM - 25-07-2019

4. Elect Charmaine Bridget CarmichaelIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments. This Director has an attendance recordof less than 90% for both Board and Committee meetings which they were eligible to attend during the year. An oppose vote is therefore recommended.

Vote Cast: Oppose

6. Appoint the AuditorsEY proposed. Non-audit fees represented 7.89% of audit fees during the year under review and 23.61% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor.

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Vote Cast: Oppose


Vote Cast: Abstain


Vote Cast: Oppose


Vote Cast: Oppose

TATE & LYLE PLC AGM - 25-07-2019

2. Approve the Remuneration ReportDisclosure: All elements of the Single Total Remuneration Table are adequately disclosed, CEO pay is in line with the Company. The CEO salary decrease by 8%when the workforce has increase in the salaries of 3%. CEO salary is in the median of the peer’s competitor groupBalance:The CEO’s realized variable pay is considered excessive at 330.3% of salary (Annual Bonus: 92.6%, LTIP: 237.7%).The balance of CEO realized pay withfinancial performance is not considered acceptable as the change in CEO total pay over the last five years is not aligned to the change in TSR over the same period.Over the five-year period average annual increase in CEO pay has been approximately 24.75% whereas, on average, TSR had increased by 9.32%. The ratio of CEOto average employee pay has been estimated and is found appropriate at 19:1.Rating:AD



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INTERMEDIATE CAPITAL GROUP AGM - 25-07-2019

2. Approve the Remuneration ReportDisclosure:All elements of the Single Total Remuneration Table are adequately disclosed. CEO salary increase is in line with the Company since the CEO salaryincreased by 2.1% and the workforce by 3.9%The CEO’s salary in in the lower quartile of a comparator group.Balance: Disclosure relating to the performance conditions used in the incentive schemes is severely lacking. Although the Company assesses the individualExecutive Directors performance, it appears to use the same metrics to assess their performance under all the incentive plans which is contrary to best practice.Thereare concerns over dividend accrual. Dividend equivalent payments are made on deferred shares under the annual bonus scheme, such payments misalign shareholderand executive interests as shareholders must subscribe for shares in order to receive dividends whereas participants in the scheme do not.The balance of CEO realizedpay with financial performance is considered acceptable as the change in CEO total pay over the last five years is aligned to the change in TSR over the same period.Total realized rewards under all incentive schemes amounts to 1202.7% of salary (Annual Bonus:121.8% - LTIP: 1080.9% )which is considered highly excessive. Theratio of CEO pay compared to average employee is considered acceptable at 2:1. However, the Company disclose a median employee ratio of 63:1 which exceeds therecommended threshold of 20:1.Rating:BD




6. Re-elect Kevin ParryChair. Independent upon appointment. However, this director is no longer considered independent owing to a tenure of over nine years. On this basis, an oppose vote

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is recommended.






FIRSTGROUP PLC AGM - 25-07-2019

2. Approve the Remuneration ReportDisclosure:All elements of the Single Total Remuneration Table are adequately disclosed. CEO salary is not in line with the workforce since the CEO increase for thesalary was 23% and the UK workforce had an increase of 12.2%. CEO salary is at the median of the competitors group.Balance:The balance of CEO realized pay with financial performance is considered acceptable as the change in CEO total pay over the last five years is aligned to thechange in TSR over the same period. The CEO’s total variable pay for the year under review is at 41% of the salary (EABP 25% and LTIP 16%) which is not consideredexcessive. The ratio of the CEO’s pay compared to average employee is not considered appropriate at 24:1Rating:AC


13. Appoint the AuditorsDeloitte proposed. No non-audit fees were paid to the auditors in the past three years. This approach is commended. The current auditor has been in place formore than ten years. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor. Based on this opposition isrecommended.


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VP PLC AGM - 25-07-2019

3. Re-elect J F G PilkingtonExecutive Chair. It is a generally accepted norm of good practice that the Chair of the Board should act with a proper degree of independence from the Company’smanagement team when exercising his or her oversight of the functioning of the Board. Holding an executive position is incompatible with this and a vote to Oppose isrecommended.


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


8. Appoint the AuditorsPwC proposed. Non-audit fees represented 0.00% of audit fees during the year under review and 27.16% on a three-year aggregate basis. This level of non-audit feesraises some concerns about the independence of the statutory auditor. Abstention is recommended.


10. Approve the Remuneration ReportDisclosure:All elements of the Single Total Remuneration Table are adequately disclosed. The Executive Chairman’s salary did not increase during the year under review while

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the salaries of average employee rose by 4%. The Executive Chairman’s salary is in the median of the Company’s comparator group. Balance:The changes in theExecutive Chairman’s pay over the last five years are commensurate with the Company’s TSR performance over the same period. Total variable pay for the year underreview is excessive at 223.1% of salary for the Executive Chairman (Annual Bonus: 93.8% and LTIP: 129.3%). The ratio of the Executive Chairman’s salary comparedto average employee pay is not acceptable at 29:1; it is recommended that the ratio does not exceed 20:1Rating:BC




12. Approve the VP plc Approved Share Option SchemeIt is proposed to approve a share option plan for employees and corporate officers. The Board would receive the authority to set beneficiaries and other conditions.After allotment, shares will be restricted for three years, which is not considered to be sufficiently long term. The Company states that exercise of shares will be basedon targets, which at this time remain undisclosed.Plans to increase employee shareholding are considered to be a positive governance practice, as they can contribute to alignment between employees and shareholders.On the other hand, executives are also among the beneficiaries: it is considered that support should not be given to stock or share option plans that do not lay out clearperformance criteria, targets and conditions. On balance, opposition is recommended.


13. Approve the VP plc Unapproved Share Option SchemeIt is proposed to approve a restricted share plan for employees and corporate officers. The Board would receive the authority to set beneficiaries and other conditions.After allotment, shares will be restricted for three years, which is not considered to be sufficiently long term. The Company states that exercise of shares will be basedon targets, which at this time remain undisclosed.Plans to increase employee shareholding are considered to be a positive governance practice, as they can contribute to alignment between employees and shareholders.On the other hand, executives are also among the beneficiaries: it is considered that support should not be given to stock or share option plans that do not lay out clearperformance criteria, targets and conditions. On balance, opposition is recommended.


15. Approve Long Term Incentive PlanThe Board proposes the approval of a new long-term incentive plan. Under the plan, the CEO and other executives will be awarded rights to shares, a portion (or all) ofwhich will vest depending on the achievement of some performance criteria. Performance measures are, growth in EPS over a three-year period and minimum ROACErequirement, currently set at 12%. Vesting period is three years which is not considered sufficient long term. LTIP schemes are not considered an effective means of

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incentivizing performance and are inherently flawed. There is the risk that they are rewarding volatility rather than the performance of the company. They are acting asa complex and opaque hedge against absolute company underperformance and long-term share price falls. They are also a significant factor in reward for failure.


16. Approve Vp plc Share Matching PlanThe Board proposes the approval of a new VP plc Share Matching Plan. Under the plan,Awards may be granted to selected VP Group employees (including ExecutiveDirectors) at the discretion of the Remuneration Committee. The CEO and other executives will be awarded rights to shares, a portion (or all) of which will vestdepending on the achievement of some performance criteria. The award is the right to acquire shares after three years, provided certain performance conditions aremet over that periodLTIP schemes are not considered an effective means of incentivizing performance and are inherently flawed. There is the risk that they are rewarding volatility ratherthan the performance of the company. They are acting as a complex and opaque hedge against absolute company underperformance and long-term share price falls.They are also a significant factor in reward for failure.


SIMEC ATLANTIS ENERGY LIMITED AGM - 26-07-2019

2. Approve Fees Payable to the Board of DirectorsIt is proposed to increase the amount payable to the Board of Directors by more than 10% on annual basis. The increase is considered material and exceeds guidelines,while the Company has not duly justified it. Therefore, opposition is recommended.

Vote Cast: Oppose

3. Appoint the AuditorsKPMG proposed. Non-audit fees represented 249.60% of audit fees during the year under review and 113.82% on a three-year aggregate basis. This level of non-auditfees raises major concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

6. Elect Mr John Mitchell NeillNon-Executive Director. Not considered independent as the director receives performance based variable remuneration in the form of share options. There is insufficientindependent representation on the Board.

Vote Cast: Oppose

7. Elect Mr John Anthony Clifford WoodleyNon-Executive Director. Not considered independent as he acts as a senior advisor at Morgan Stanley. The Company receives loans from Morgan Stanley Capital

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Group Inc which are treated as related party loans given MSCGI is a related party of Morgan Stanley Renewables, a controlling shareholder of the Company. There isinsufficient independent representation on the Board.

Vote Cast: Oppose

9. Authorise the Board to Waive Pre-emptive RightsIt is proposed to exclude pre-emption rights on shares issued over a period of 18 months. The corresponding authority for issuing shares without pre-emptive rights,requested in a previous proposal, exceeds guidelines (10%). Opposition is thus recommended.

Vote Cast: Oppose

UNITED UTILITIES GROUP PLC AGM - 26-07-2019

4. Approve Remuneration PolicyProposed Policy: Overall disclosure is adequate. The policy change to limit the notice period the Company must give to Executive Directors when terminating theiremployment to a maximum of 12 months in any circumstances was a welcomed change, as well as the strengthening of malus and clawback provisions for the annualbonus and LTIP. However, the maximum opportunity of the LTIP, at 200 per cent of salary is considered inappropriate. It is noted that the normal award level under theLTIP remains at 130% of salary, which is still considered excessive when combined with the annual bonus opportunity of 130% of salary. A minimum of 50 per cent ofbonus awarded deferred into company shares under the Deferred Bonus Plan (DBP) for a period of at least three years. Pension arrangements for new directors havebeen aligned with those of the wider workforce. Other concerns with the Policy include the performance period of the LTIP which, at three years, is not considered tobe sufficiently long-term, however, an additional holding period applies after the end of the three-year performance period so that the total vesting and holding periodis at least five years. In addition, performance conditions for the LTIP and annual bonus are not interdependent. In relation to termination payments, upside discretionmay be used while determining severance as the Remuneration Committee retains the discretion not to time pro-rate awards.Policy rating: BDC.


16. Appoint the AuditorsKPMG proposed. Non-audit fees represented 14.87% of audit fees during the year under review and 36.11% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor.



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REDT ENERGY PLC AGM - 26-07-2019

5. Issue Shares for CashThe authority sought is limited to 10% of the Company’s issued share capital and expires at the next AGM. This exceeds the recommended 5% maximum. An opposevote is recommended.

Vote Cast: Oppose

6. Approve General Share Issue MandateThe Board seeks approval that Resolution 5 above when duly passed is valid and effective and binding on the Company and was properly proposed by the Directorsof the Company notwithstanding that the Directors have not complied with Article 2.13.3 of the Articles of Association of the Company. In line with the oppose vote forresolution 5 above, an oppose vote is also recommended.

Vote Cast: Oppose

B&M EUROPEAN VALUE RETAIL SA AGM - 26-07-2019

7. Approve the Remuneration ReportDisclosure: All elements of the Single Total Remuneration Table are adequately disclosed. Next year’s fees and salaries are clearly stated. The CEO’s salary isconsidered in the median range of a peer comparator group. The changes in CEO salary is not in line with the Company since the salary of the CEO increased by 5%were the increase in the UK workforce was 3.77%.Balance: The CEO’s sole variable pay in the year under review was an annual bonus of 101% of salary, which is not considered excessive. Awards granted to theCEO are not considered excessive below the threshold level of 200% of salary. However, the ratio of CEO to average employee pay has been estimated and is foundunacceptable at 94:1. The balance of CEO realized pay with financial performance is not considered acceptable as the change in CEO total pay over the last five yearsis not aligned to the change in TSR over the same period.Rating: AC


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17. Discharge the AuditorsDischarge of auditor is not compulsory in this market and is not included in or recommended by the local corporate governance code (the Ten Principles). Auditorsdischarge may prevent lawsuits or claims for activities carried out during the year relating to facts that have not been disclosed to shareholders. Opposition isrecommended.






LINDE PLC AGM - 26-07-2019

1.A. Elect Dr Wolfgang ReitzleExecutive Chair. It is a generally accepted norm of good practice that the Chair of the Board should act with a proper degree of independence from the Company’smanagement team when exercising his or her oversight of the functioning of the Board. Holding an executive position is incompatible with this. Additionally, the Chair ofthe Board is considered accountable for the Company’s Sustainability programme. As such, given the concerns over the Company’s sustainability policies and practice,an oppose vote is recommended.


2.A. Appoint the AuditorsPwC proposed. Non-audit fees represented 17.61% of audit fees during the year under review and 17.61% on a three-year aggregate basis. This level of non-auditfees does not raise serious concerns about the independence of the statutory auditor. The date of appointment of the current audit firm is undisclosed, meaning thelength of tenure is not known. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.


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


CRANSWICK PLC AGM - 29-07-2019

2. Approve the Remuneration ReportDisclosure:All elements of the Single Total Remuneration Table are adequately disclosed.CEO pay is on the median of the competitors group. Increase in the CEOsalary for the year under review was 3% as of the workforce and is in line with the CompanyBalance:The changes in CEO salary over the last five years are not considered in line with Company’s financial performance over the same period. The CEO variablepay was at 169.8% of the salary (Annual Bonus: 37.7% and LTIP 132.1%)which is acceptable since is below the limit of 200%. Ratio of CEO pay compared to averageemployee pay is also not considered appropriate at 35:1.Rating:AC


8. Re-elect Martin DaveyExecutive Chair. It is a generally accepted norm of good practice that the Chair of the Board should act with a proper degree of independence from the Company’smanagement team when exercising his or her oversight of the functioning of the Board. Holding an executive position is incompatible with this and a vote to Oppose isrecommended.





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NATIONAL GRID PLC AGM - 29-07-2019

9. Re-elect Therese EsperdyNon-Executive Director. Not considered independent as the director has a cross directorship with another director. She is an SID at Imperial Brands Plc where MarkWilliamson is currently the Chair. She is also a member of the Audit Committee. It is considered that audit committees should comprise exclusively independentmembers. On these bases, opposition is recommended.


14. Re-elect Mark WilliamsonNon-Executive Director. Not considered independent as the director has a cross directorship with another director. He is the Chair at Imperial Brands Plc whereTherese Esperdy is currently the SID. He is also the Chair of the Audit Committee. It is considered that audit committees should comprise exclusively independentmembers, including the chair. On these bases, opposition is recommended.


17. Approve Remuneration PolicyOverall disclosure is considered appropriate. Notice period are limited to 12 months for all Executive Directors. On termination, outstanding share awards would, atbest, be pro-rated for time served and subject to performance conditions which is welcomed.However, significant concerns remain over the excessiveness of the remuneration policy. Maximum potential awards under all the incentive schemes for the CEO isconsidered excessive at 475% of his salary. There are concerns about certain features of the Long-Term Incentive Plan (LTIP). The performance period is three yearswhich is not considered sufficiently long-term, despite the additional holding period. The performance conditions are not operating interdependently and do not includenon-financial metrics. Additionally, it is noted that the Group RoE as a performance measure applies to the Annual Bonus and the LTIP which potentially rewardsexecutives twice for achieving the same outcomes and is, therefore, considered to be inappropriate.Rating: ADA


18. Approve the Remuneration ReportAll elements of the Single Total Remuneration Table are adequately disclosed. The CEO’s salary is in the upper quartile of PIRC’s comparator group. A 6.4% increasein the CEO’s salary is not considered in line with a 1.6% change for the Non-Union employees which was the comparator group used. The change in CEO total payover the last five years is in line with the Company’s TSR performance over the same period. Total variable pay for the year under review was inappropriate, amountingto approximately 343.3% of salary (Annual Bonus: 105.3% : 2016 LTPP: 238.0%). Also, a potential LTPP award of 350% of salary for the CEO is considered excessive.The ratio of CEO pay compared to average employee pay is unacceptable at 22:1.Rating: AE

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19. Approve Political DonationsThe proposed authority is subject to an overall aggregate limit on political donations and expenditure of GBP 125,000. The Company did not make any politicaldonations or incur any political expenditure and has no intention either now or in the future of doing so. However, the aggregate total amount exceeds recommendedlimits. An abstain vote is recommended.






ZTE CORP EGM - 29-07-2019

3. Shareholder Resolution: Execution of a Supplemental Agreement with Shenzhen Vanke Development Co., Ltd in relation to the Shenzhen Bay Super HeadquartersBaseShareholder, Zhongxingxin Telecom Company Limited which holds 27.4% of the Company share Capital submits to the shareholders a resolution for approving theexecution of the agreement between the Company and China Vanke Co., Ltd.China Vanke CoThe total consideration under Framework Agreement was RMB7,265,000,000,comprising: (i) the aggregate sale price of the Available-for-sale Properties of RMB 4,750,000,000 and (ii) the consideration for obtaining the right to operatethe Entrusted Properties of RMB 2,515,000,000 . The actual cash payable was RMB5,366,100,000, being the difference between RMB7,265,000,000 and thedevelopment and construction properties fee of RMB1,898,900,000 which Vanke Real Estate had undertaken to pay. Under the Supplemental Agreement, an additionalRMB72,640,000 in cash consideration shall be payable by Vanke Real Estate to the Company, representing the increase in the consideration for the right to operatethe Entrusted Properties.As at the date of this announcement, the amount of RMB 3,542,000,000 had already been paid by Vanke Real Estate to the Company. Basedon the negotiations between Vanke Real Estate and the Company, the aforesaid amount of RMB 72,640,000 is expected to be paid by Vanke Real Estate to theCompany on or before 16 July 2019. Under the Supplemental Agreement, Vanke Real Estate shall, within 10 days of the initial registration of the title of the Project or31 December 2023 (whichever is earlier), pay to the Company the remaining amount of RMB 1,824,100,000.Under the agreement Vanke Real Estate shall have fullpower: 1) to direct development, construction, sales operation of the available for sales and entrusted properties and 2) to direct the development and construction of

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26,940 sq.m. of office properties and cultural facilities, and be responsible for all development and construction funds, costs and risks, and be entitled to the revenuein relation thereto, and shall deliver the properties to the Company upon completion. The Benefit from the agreement is the profit before taxation of approximatelyRMB3,000,000,000 to RMB3,300,000,000 in aggregate throughout the course of the Project, of which profit before taxation of approximately RMB 2,600,000,000 toRMB 2,900,000,000 is expected to be recognized in 2019 and the remainder is expected to be recognized from 2020 to 2022.The Board of Directors is insufficientlyIndependent with three out of nine directors being independent based on PIRC criteria a percentage of 33.3%. The agreement is between two companies in whichthe state own a significant percentage of their share Capital. Zhongxingxin Telecom Company Limited which holds 27.4% of the Company share Capital and ChinaState-Owned Assets Supervision & Admin Commission holds 33.4% of the China Vanke Co. Additionally there is not a third party valuation by an independent financialadvisor to determined as to if the agreement is beneficial for the shareholders. Based on the apparent lack of objective scrutiny, opposition is recommended.

Vote Cast: Oppose

BREMBO SPA EGM - 29-07-2019

2. Approve Fees Payable to the Board of DirectorsIt is proposed to increase the overall annual remuneration of the board, inclusive of remuneration for Directors holding special offices, from EUR 4,000,000.00 to amaximum annual amount of EUR 9,500,000.00 for the remainder of the Board’s term of office, until the date of approval of the Company’s 2019 Financial Statements(the date on which the current Board’s term is set to end), and thus to leave to the discretion of the Board itself all decisions regarding the division of the saidmaximum overall amount amongst its various members. The increase is considered material and exceeds guidelines, while the Company has not duly justified it. Asthe remuneration includes that of directors holding special offices, it would have been preferred that the company proposed the remuneration policy for re-approval, inoccasion of the election of the new CEO. Therefore, opposition is recommended.

Vote Cast: Oppose

STERIS PLC AGM - 30-07-2019

1.a. Re-elect Richard C. BreedenNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board. Additionally,he is a member of the Audit Committee which should only comprise independent non-executive directors. On this basis, opposition is recommended

Vote Cast: Oppose

1.b. Re-elect Cynthia L. FeldmannNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board. Additionally,heis also a member of the Audit Committee which should only comprise independent non-executive directors. On this basis opposition is recommended.

Vote Cast: Oppose

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1.c. Re-elect Dr. Jacqueline B. KosecoffNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board. It is notedthat she is a member of the Compensation and Organisation Development Committee which should only comprise independent non-executive directors.Opposition isrecommended.

Vote Cast: Oppose

1.d. Re-elect David B. LewisNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board. It is notedthat he is also a chair of the Audit Committee which should only comprise independent non-executive directors. Opposition is recommended

Vote Cast: Oppose

1.g. Re-elect Dr. Mohsen M. SohiChair. Independent upon appointment. However, this director is no longer considered independent owing to a tenure of over nine years. On this basis, an oppose voteis recommended.

Vote Cast: Oppose

1.h. Re-elect Dr. Richard M. SteevesNon-Executive Director. Not considered independent as the Director had serves as CEO of Synergy Health plc until prior to the acquisition of the Company on 2November 2015. There is insufficient independent representation on the Board. Opposition is recommended.

Vote Cast: Oppose

2. Appoint the AuditorsEY proposed. Non-audit fees represented 57.16% of audit fees during the year under review and 33.61% on a three-year aggregate basis. This level of non-audit feesraises major concerns about the independence of the statutory auditor.Opposition is recommended.

Vote Cast: Oppose

3. Appoint Ernst & Young as the Irish statutory auditor.EY proposed as the Irish statutory Auditor. Non-audit fees represented 57.16% of audit fees during the year under review and 33.61% on a three-year aggregate basis.This level of non-audit fees raises major concerns about the independence of the statutory auditor. Opposition is recommended.

Vote Cast: Oppose

5. Advisory Vote on Executive CompensationThe Company has submitted a proposal for shareholder ratification of its executive compensation policy and practices. The voting outcome for this resolution reflectsthe balance of opinion on the adequacy of disclosure, the balance of performance and reward and the terms of executive employment. Performance conditions and

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targets for the annual bonus and long term incentives are clearly stated. Annual bonus is measured using a combination of financial and non-financial metrics. Thelong-term incentive comprises a variety of equity-based incentive compensation, including stock options and restricted stock for Executives and senior managers.Multiple annual incentive schemes is not supported as it adds unnecessary complexity to the remuneration structure. The CEO’s maximum potential opportunity underall incentive schemes is considered excessive at more than 200% of salary. Also, the stock option plan is solely assessed on stock price appreciation, which is notsupported. There is higher risk of rewarding Executives for volatility rather than actual company’s performance. As share prices are exposed to multiple external shocks,it is difficult to assess the true performance of the Company. Moreover, the three-year performance is not considered to be sufficiently long-term. The compensationrating is: ACC. Based on this rating, abstention is recommended.

Vote Cast: Abstain

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

Vote Cast: Oppose

NATIONAL BANK OF GREECE AGM - 31-07-2019

4. Discharge the Board and the AuditorsIt is proposed to Discharge the Board and the Auditors. In this market, board discharge may prevent lawsuits or claims for activities carried out during the year relatingto facts that have not been disclosed to shareholders. As a consequence, releasing auditors from liability will weaken the governance framework and introduce greatrisks for investors.This release excludes liability claims brought by the company or shareholders against the members of the board of directors for activities carried out during the yearrelating to facts that have not been disclosed to shareholders. It is considered that shareholders should be able to rely on the accuracy of an audit in order to exercisecontrol rights. On this basis, opposition is recommended.

Vote Cast: Oppose

5. Appoint the Auditors and Allow the Board to Determine their RemunerationPwC proposed. Non-audit fees represented 25% of audit fees during the year under review. This level of non-audit fees raises some concerns about the independenceof the statutory auditor.

Vote Cast: Abstain

8. Approve Release of Directors from Non-Competition RestrictionApproval is sought for directors to serve on the board of other companies engaged in activities within the scope of the company’s business. There are concerns overthe risks and potential negative impact on shareholders interest connected to directors or other officers of the Company serving for competing companies. In addition,there is insufficient description on how the Company will take measure to monitor the conflicts of interest and prevent any negative effect for the Company and ultimatelyits shareholders. Therefore, an oppose vote is recommended.

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Vote Cast: Oppose


Vote Cast: Oppose

12.5. Elect Audit Committee Member Mr. Periklis DrougkasNon-Executive Director, committee member. Not considered to be independent as he represents HFSF a significant shareholder in the Board. The Audit Committeeshould only comprise independent non-executive directors. An oppose vote is recommended.

Vote Cast: Oppose

CHOW TAI FOOK JEWELLERY AGM - 02-08-2019

3a. Elect Wong Siu-Kee, Kent as DirectorCheif Executive, considered to be connected with the controlling shareholder. The level of independence on the Board is not considered to be sufficient to offset thepower of an Executive director who also has connections on the Board. Where there is a controlling shareholder, it would be best practice to have an independentBoard and independent Lead Director to offset the power of the controlling shareholder. As the Company does not abide by this practice, opposition is recommended.

Vote Cast: Oppose

3h. Authorize Board to Fix Remuneration of DirectorsNo proposal is available at the present time. As per market practice, the proposed remuneration is likely to be made available only at the meeting.Although this is a common practice for a standard item in this market, support will not be suggested for resolutions concerning remuneration when sufficient informationhas not been made available for shareholders in sufficient time prior to the meeting, as such practice prevents shareholders from reaching an informed decision. Asabstention is not a valid voting outcomes on this resolution, opposition is recommended.

Vote Cast: Oppose

5. Approve General Share Issue MandateThe authority is exceeding 10% of the share capital and expires at the next AGM. The authority exceeds recommended limits. An oppose vote is recommended.

Vote Cast: Oppose

6. Authorise Share RepurchaseIt is proposed to authorise the Board to purchase Company’s shares for 10% until next AGM. This resolution will not be supported unless the Board has set forth

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a clear, cogent and compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, anoppose vote is recommended.

Vote Cast: Oppose

7. Extend the General Share Issue Mandate to Repurchased SharesThe directors seek authority to re-issue shares repurchased under the authority proposed at this meeting. The effect of the proposal, if approved, the limit for issuanceof shares would exceed 10% of issued share capital. Given the concerns over dilution of the shareholder rights, opposition is recommended.

Vote Cast: Oppose

3g. Elect Cheng Ka-Lai, Lily as DirectorIndependent Non-Executive Director. However, there are concerns over the director’s potential aggregate time commitments. As abstention is not a valid votingoutcomes on this resolution, opposition is recommended.

Vote Cast: Oppose

3e. Elect Cheng Chi-Man, Sonia as DirectorNon-Executive Director. Not considered independent as the director has close family ties with the Company. Ms. Sonia Cheng is the daughter of Dr. Cheng Kar-Shun,Henry, the sister of Dr. Cheng Chi-Kong, Adrian, a cousin of Mr. Cheng Chi-Heng, Conroy, a niece of Mr. Cheng Kam-Biu, Wilson and Mr. Cheng Sek Hung, Timothy,and a grandniece of Mr. Cheng Yu-Wai. There is insufficient independent representation on the Board.

Vote Cast: Oppose

SEQUOIA ECONOMIC INFRASTRUCTURE INCOME FUND AGM - 05-08-2019

2. Approve the Remuneration ReportShareholders are being asked to approve the Company’s annual report on remuneration. Disclosure of figures is considered adequate. The aggregate limit set inrelation to Directors’ remuneration is GBP 250,000 of which GBP 215,000 was utilised in the year under review. Although the Directors’ remuneration does not compriseany performance-related element, which is welcomed, additional discretionary payments of GBP 6,000 were made in connection with the open offer, Ordinary SharePlacing and Offer for Subscription for each director on 12 October 2018. It is also noted that the Chair’s fee increased by approximately 2.8% while the fee of allthe other directors increased by 2.6%. Additionally, the SID received an additional GBP 5,000 per annum for her additional time commitment of 5 days per annum.Payments of this nature, although not excessive in nature, are not considered appropriate. On balance, abstention vote is recommended.


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SEABIRD EXPLORATION LTD AGM - 09-08-2019

5b. Approve Director Remuneration up to 2020 AGMIt is proposed to increase the amount payable to the Board of Directors by more than 10% on annual basis. The increase is considered material and exceeds guidelines,while the Company has not duly justified it. Therefore, opposition is recommended.

Vote Cast: Oppose

6. Elect the Nomination CommitteeThe Board proposes Svein Øvrebø(Chairman), Thomas Aanmoen and Marius Horgen are proposed to be elected to the Nomination Committee. As the Company hasnot disclosed any biographical information about the candidates, opposition is recommended.

Vote Cast: Oppose

9. Issue Shares for CashAuthority is sought to issue shares without pre-emptive rights to an amount of more than 10% of the share capital, which is deemed excessive. Opposition isrecommended.

Vote Cast: Oppose

JLEN ENVIRONMENTAL ASSETS GROUP LIMITED AGM - 14-08-2019

8. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 0.00% of audit fees during the year under review and 34.18% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor. An abstain vote is recommended.

Vote Cast: Abstain

WANT WANT CHINA HLDGS LTD AGM - 20-08-2019

3.a.i. Re-elect Tsai Shao-ChungNon-Executive Director. Not considered to be independent as he joined the Group in March 2001 as an executive director and was re-designated to non-executivedirector with effect from 6 July 2009. He was also a NED from July 2009 to June 2019 and was re-designated as an Executive Director with effect from 01 July 2019.In addition, Mr. Tsai Shao-Chung is also a director of a number of the Group’s subsidiaries. There is insufficient level of independence on the Board. Opposition isrecommended.

Vote Cast: Oppose

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3.a.v. Re-elect Lai Hong YeeExecutive Director & Company Secretary. The company secretary is an officer of the company with all of the responsibilities that attach to that status. The holder ofthe post is often seen as the guardian of governance and an independent adviser to the board. For this reason, there is a conflict between the company secretarialfunction and the same person having any other position on the board. As abstention is not a valid voting outcomes on this resolution, opposition is recommended.

Vote Cast: Oppose

3.a.vi. Re-elect Cheng Wen-HsienNon-Executive Director. Not considered to be independent owing to a tenure of over nine years on the Board. He is also the nephew of Mr. Tsai Eng-Meng and acousin of Mr. Tsai Shao-Chung. There is insufficent level of independence on the Board. Opposition is recommended.

Vote Cast: Oppose

3.a.vii. Re-elect Pei KerweiNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board. It is also notedthat he is a member of the Audit and Remuneration Committees which should wholly comprise of independent non-executive directors. On these bases, opposition isrecommended.

Vote Cast: Oppose

3b. Approve Fees Payable to the Board of DirectorsNo proposal is available at the present time. As per market practice, the proposed remuneration is likely to be made available only at the meeting.Although this is a common practice for a standard item in this market, support will not be suggested for resolutions concerning remuneration when sufficient informationhas not been made available for shareholders in sufficient time prior to the meeting, as such practice prevents shareholders from reaching an informed decision.Abstention from voting this resolution is recommended.

Vote Cast: Abstain

4. Appoint PricewaterhouseCoopers as Auditors and Allow the Board to Determine their RemunerationPwC proposed. Non-audit fees represented 7.44% of audit fees during the year under review and 8.46% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

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

Vote Cast: Oppose

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7. Extend the General Share Issue Mandate to Repurchased SharesThe directors seek authority to re-issue under the authority granted in proposal 6 those shares repurchased under the authority granted by proposal 5. The effect of theproposal, if approved, would be to extend the limit for issuance of shares from 20% to 30% of issued share capital. Given the concerns over dilution of the shareholderrights, opposition is recommended.

Vote Cast: Oppose

CHINA GAS HOLDINGS LTD AGM - 21-08-2019

3a.i. Re-elect Mr. Ma JinlongExecutive Director. Member of the Committee. It is considered best practice that the committee should only comprise independent non-executive directors. An opposevote is recommended.

Vote Cast: Oppose

3a.iii. Re-elect Mr. Jiang XinhaoNon-Executive Director. Not considered independent as the director is Executive Vice President at Beijing Enterprises Holdings Limited, which is one of the Company’ssubstantial shareholders. There is insufficient independent representation on the Board. Opposition is recommended.

Vote Cast: Oppose

3a.iv. Re-elect Dr. Mao ErwanNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.Opposition isrecommended.

Vote Cast: Oppose

3.b. Approve Fees Payable to the Board of DirectorsIt is proposed to approve the amount of the variable compensation payable to the Board of Directors. Non-Executive Directors receive a variable component on top oftheir fees. It is considered that non-executive directors should receive only fixed fees, as variable compensation may align them with short-term interests and not withlong-term supervisory duties. On this basis, opposition is recommended.

Vote Cast: Oppose

4. Appoint the Auditors and Allow the Board to Determine their RemunerationDeloitte proposed. Non-audit fees represented 0.20% of audit fees during the year under review and 8.65% on a three-year aggregate basis. This level of non-auditfees does not raise serious concerns about the independence of the statutory auditor. The date of appointment of the current audit firm is undisclosed, meaning

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the length of tenure is not known. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor. Opposition isrecommended.

Vote Cast: Oppose


Vote Cast: Oppose

8. Approve the refreshment of the Scheme Mandate Limit on the grant of options under the Share Option Scheme of the CompanyIt is proposed to approve the refreshment of the Scheme Mandate Limit, so the that the aggregate nominal amount of share capital of the Company to be allottedand issued pursuant to the grant or exercise of the options under the Share Option Scheme from the Employees, Executives and the Directors of the Company. Thelimit shall not exceed the 10% of the share Capital of the Company. The Mandate is including awards options to the Non-Executive Directors of the Board which isagainst the best practise since variable compensation may align them with short-term interests and not with long-term supervisory duties. Based on this opposition isrecommended.

Vote Cast: Oppose

LUK FOOK HLDGS AGM - 22-08-2019


Vote Cast: Oppose


Vote Cast: Oppose

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7. Extend the General Share Issue Mandate to Repurchased SharesThe directors seek authority to re-issue shares repurchased under the authority proposed at this meeting. The effect of the proposal, if approved, the limit for issuanceof shares would exceed 10% of issued share capital. Given the concerns over dilution of the shareholder rights, opposition is recommended.

Vote Cast: Oppose

3.2. Authorize Board to Fix Remuneration of DirectorsNo proposal is available at the present time. As per market practice, the proposed remuneration is likely to be made available only at the meeting.Although this is a common practice for a standard item in this market, support will not be suggested for resolutions concerning remuneration when sufficient informationhas not been made available for shareholders in sufficient time prior to the meeting, as such practice prevents shareholders from reaching an informed decision. Asabstention is not a valid voting outcomes on this resolution, opposition is recommended.

Vote Cast: Oppose

3.1e. Elect Hui King Wai as DirectorNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.

Vote Cast: Oppose

IOMART GROUP PLC AGM - 27-08-2019

1. Approve Financial StatementsDisclosure is adequate and the report was made available sufficiently before the meeting. The financial statements have been audited and unqualified. Although notrequired to do so under AIM listing regulations, it is considered the best practice for the remuneration report to be submitted to a shareholder vote. While is positiveto note that the Company has done so, concerns are raised over the insufficient level of disclosure provided in the remuneration report. In addition, the Chairmansits on all three Committees, which is considered inappropriate given his affiliation to the management of the Company. Additionally, the Chair of the Board was until2015 a senior partner for Scotland and Northern Ireland of Deloitte LLP, which is proposed as the new auditor for the Company. The cool of period of four years is notconsidered adequate, therefore an oppose vote is recommended.

Vote Cast: Oppose

2. Approve the Remuneration ReportAll elements of each Director’s cash remuneration are disclosed. Pension contributions are also provided. Performance conditions and targets have not been providedfor outstanding options and bonus awards, which is considered a material omission.The CEO’s total variable pay consisted only of the annual bonus, and amounted to 71% of salary, which is acceptable. The Company also runs a share optionscheme. No option awards were exercised in the year. It is noted that both the annual bonus and LTIP are assessed using the same performance metric (Groupadjusted EBITDA). This is not acceptable as Executives may be rewarded twice for similar performance, which will therefore result in excessive and unmerited pay.Non-executive Directors are eligible to participate under the Company’s Share-save Plan, which is not supported. As a matter of good governance, Non-ExecutiveDirectors should not be recipients of any share awards operated by the Company. Based on the above concerns, an oppose vote is recommended.

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Vote Cast: Oppose

8. Issue Shares with Pre-emption RightsThe authority is limited to 33% of the Company’s issued share capital and expires at the next AGM. All directors are not standing for annual re-election and there is nocommitment from all the directors to stand for re-election in case this additional authority is used. In the absence of such commitment, an abstain vote is recommended.

Vote Cast: Abstain


Vote Cast: Oppose


Vote Cast: Oppose

ONEMARKET LIMITED AGM - 28-08-2019

1. Appoint the AuditorsEY proposed. Non-audit fees represented 14.29% of audit fees during the year under review and 14.29% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The date of appointment of the current audit firm is undisclosed, meaning the lengthof tenure is not known. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

2. Approve the Remuneration ReportIt is proposed to approve the implementation of the remuneration report. There are concerns regarding excess as the total variable remuneration exceeded 200% ofthe salary. In addition, the Company has not fully disclosed quantified targets against which the achievements and the corresponding variable remuneration has beencalculated. Although a common practice in this market as this is deemed to be sensitive information, it prevents an accurate assessment and may lead to overpaymentagainst underperformance. Furthermore, there are no claw back clauses in place, which is against best practices. Opposition is recommended.

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Vote Cast: Oppose

3. Elect Brian Long as DirectorNon-Executive Director. Not considered independent as the Company has not disclosed the date of first appointment and, as such, a potentially excessive tenurecannot be calculated. There is insufficient independent representation on the Board.

Vote Cast: Oppose

BANK MANDIRI (PERSERO) TBK EGM - 28-08-2019

1. Approve Evaluation of First Semester Performance 2019At this time, the financial statements have not been made available. Although not uncommon in this market, it is considered a serious reporting omission. Abstentionis recommended.

Vote Cast: Abstain

2. Approve Changes in Board of CompanyElection of directors is bundled in one resolution. Although slate elections are not considered to be best practice, they are common in this market. The Board isconsidered less than half independent. Also, there is a lack of disclosure on directors’ biographical details to provide an informed assessment. Therefore, an opposevote is recommended.

Vote Cast: Oppose

EL PUERTO DE LIVERPOOL SA EGM - 28-08-2019

1. Amend Articles: Adapt Articles to Regulations Regarding Publications in the Official Federation NewspaperThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

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

Vote Cast: Abstain

3. Appointment of Delegates to Formalise the Agreements of the MeetingThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

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Vote Cast: Abstain

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

Vote Cast: Abstain

MUEHL PRODUCT & SERVICE AG AGM - 29-08-2019

1. An Agenda in English Language was not available at the time of the meetingThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

PERUSAHAAN GAS NEGARA TBK EGM - 30-08-2019

2. Change in Company’s Board CompositionThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

DISTRIBUIDORA INTERNACIONAL de ALIMENTACION EGM - 30-08-2019

1.1. Elect Stephen DuCharmeNon-Executive Director. Not considered independent as the director is considered to be connected with a significant shareholder: LetterOne. There is insufficientindependent representation on the Board.

Vote Cast: Oppose

2. Approve Remuneration PolicyIt is proposed to approve the remuneration policy. Variable remuneration does not seem to be consistently capped and as such there are excessiveness concerns asthe total potential variable remuneration may exceed 200% of the salary. In addition, the Company has not disclosed quantified targets for the performance criteriafor its variable remuneration component, which as a consequence may lead to overpayment against underperformance. In addition, there are no claw back clauses inplace over the entirety of the variable remuneration component which makes it unlikely that shareholders will be able to reclaim any variable remuneration unfairly paidout. On these grounds, opposition is recommended.

Vote Cast: Oppose

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1.3. Elect Mr. Michael CaseyNon-Executive Director. Not considered independent as the director is considered to be connected with a significant shareholder: LetterOne. There is insufficientindependent representation on the Board.

Vote Cast: Oppose

1.5. Elect Mr. Sergio Ferreira DiasNon-Executive Director. Not considered independent as the director is considered to be connected with a significant shareholder: LetterOne. There is insufficientindependent representation on the Board.

Vote Cast: Oppose

DS SMITH PLC AGM - 03-09-2019

3. Approve the Remuneration ReportAll elements of the Single Total Remuneration Table are adequately disclosed. The CEO’s salary is in the median of PIRC’s comparator group. Additionally, the balanceof CEO realised pay with financial performance is considered acceptable as the change in CEO total pay over the last five years is aligned to the change in TSR overthe same period. Over the five year period average CEO pay has increased by approximately 6.71% whereas, on average, TSR has increased by 9.11%. However,the total realised rewards under all incentive schemes amount to 265.2% of salary (Annual Bonus: 147.9%; LTIP: 117.3%) which is considered excessive. The ratio ofCEO pay compared to average employee pay is also considered inappropriate at 52:1.Rating : AD

Vote Cast: Oppose

4. Re-elect G DavisChair. Not considered independent owing to a tenure of over nine years. It is a generally accepted norm of good practice that the Chair of the Board should act with aproper degree of independence from the Company’s management team when exercising his or her oversight of the functioning of the Board. The Chair is also chairinganother company within the FTSE 350 index, Ferguson Plc. It is considered that a chair cannot effectively represent two corporate cultures. The possibility of havingto commit additional time to the role in times of crisis is ever present. Given this, a Chair should focus his attention onto one FTSE 350 Company.

Vote Cast: Oppose

10. Re-elect L H SmalleyNon-Executive Director. This Director has an attendance record of less than 90% for both Board and Committee meetings which they were eligible to attend duringthe year. There are also concerns over a potential conflict of interest between her role as an Executive in a listed company and membership of the remunerationcommittee. An oppose vote is therefore recommended.

Vote Cast: Oppose

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12. Re-appoint Deloitte LLP as AuditorsDeloitte proposed. Non-audit fees represented 34.29% of audit fees during the year under review and 31.91% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose


Vote Cast: Oppose


Vote Cast: Oppose

SEVERFIELD PLC AGM - 03-09-2019

2. Approve the Remuneration ReportAll elements of the Single Total Remuneration Table are adequately disclosed. The increase in CEO salary is in line with the salary of the entire workforce. The CEO’ssalary increased by 6.0% while the salary of the workforce increased by 4.7%. The CEO’s salary is in the median of PIRC’s comparator group. The changes in CEOtotal pay over the last five years are not considered to be in line with changes in TSR over the same period. However, the CEO’s total variable pay for the year underreview is considered acceptable at 128.9% of salary. Additionally, the ratio of CEO pay compared to average employee pay is acceptable at 10:1.Rating : AC


4. Re-elect John DoddsIncumbent Chair. Independent upon appointment. John Dodds served as Executive Chair from 23 January 2013 to 1 November 2013, Mr Dodds operated as ExecutiveChair on another occasion from 1 April 2017 to 31 January 2018. A former executive may not have sufficient detachment to objectively assess executive managementand strategy. It is also noted that he is a member of the Remuneration committee. As a matter of best practice, Audit and Remuneration committees should be entirelycomposed of independent non-executive directors. It is also noted that he has been on the Board for over nine years. In addition, he is the Chair of the Nomination

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Committee and no target has been set to increase the level of female representation on the Board, which currently falls below the recommended 33% target. In light ofthe concerns raised, an oppose vote is recommended.


6. Re-elect Alan DunsmoreChief Executive Officer. Chair of the Sustainability Committee. As the Chair of the Sustainability Committee is considered to be accountable for the Company’ssustainability programme, and given that the Company’s sustainability policies and practice are not considered to be adequate in order to minimize material risks linkedto sustainability, an abstain vote is recommended.






QUIZ PLC AGM - 04-09-2019

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

Vote Cast: Oppose

2. Re-appoint RSM UK Audit LLP as AuditorsRSM UK proposed. Non-audit fees represented 36.00% of audit fees during the year under review and 30.53% on a two-year aggregate basis. This level of non-audit

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fees raises some concerns about the independence of the statutory auditor. The date of appointment of the current audit firm is undisclosed, meaning the length oftenure is not known. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

6. Re-elect Gerard SweeneyChief Financial Officer and Company Secretary. The company secretary is an officer of the company with all of the responsibilities that attach to that status. The holderof the post is often seen as the guardian of governance and an independent adviser to the board. For this reason, there is a conflict between the company secretarialfunction and the same person having any other position on the board.

Vote Cast: Abstain

MEDIASET SPA EGM - 04-09-2019

1. Approve Cross-border Merger of Mediaset SpA and Mediaset Espana Comunicacion SA with and into Mediaset Investment NVThe Company proposes the approval the tripartite common cross-border merger plan relating to the merger of Mediaset S.p.A. (Mediaset) and Mediaset EspañaComunicacion S.A. (Mediaset España) with and into Mediaset’s wholly-owned Dutch subsidiary Mediaset InvestmentN.V.(DutchCo). Upon effectiveness of the Merger,DutchCo will be renamed "MFE –MEDIAFOREUROPEN.V." (MFE –MEDIAFOREUROPE or MFE).he Merger is part of a single and broader transaction (the Transaction) which also envisages the following reorganizations, aimed at maintaining the operations andbusiness activities of Mediaset and Mediaset España, respectively, in Italy and Spain, to be completed prior to the effectiveness of the Merger: (i) the incorporationof an Italian wholly-owned direct subsidiary of Mediaset (NewCo Italia); (ii) the transfer by Mediaset to NewCo Italia, by means of a contribution in-kind regulatedby the Italian civil code,of substantially all of its business and certain shareholdings(the Mediaset Reorganization); and(iii)the segregation (segregación) by MediasetEspaña, in accordance with Title III of the LME, of all its assets and liabilities, including its shareholdings in other companies, to Grupo Audiovisual Mediaset EspañaComunicación, S.A. (GA Mediaset) –a Spanish wholly-owned direct subsidiary of Mediaset España –in exchangefor the allotment to Mediaset España of all the newshares in GA Mediaset that will be issued on the occasion of its share capital increase triggered by the segregation (the Mediaset España Segregation and, togetherwith the Mediaset Reorganization, the Preliminary Reorganizations).DutchCo, Mediaset and Mediaset España (jointly referred to as the Merging Companies) are part of the Mediaset group (the Group). In particular, (i) DutchCo isa wholly-owned direct subsidiary of Mediaset and (ii) Mediaset España is a direct subsidiary of Mediaset, which currently owns shares representing approximately51.63% of Mediaset España’s share capital (and 53.98% of the voting rights, taking into account the treasury shares currently held by Mediaset España). As such, thepresent merger is part of a group restructuring, which will de facto transfer Mediaset from Italy to the Netherlands. In Italy, board of directors are elected via competingslates of candidates, submitted by shareholders who, alone or together with other shareholders, can represent a minimum percentage of the share capital. The slatethat received most votes will elect all of the directors, except one: the candidate on the top of the minority slate. Although slate of directors are not considered tobe best practice, the ’voto di lista’ has allowed minority shareholders to have a presence on the board. The same mechanism applies also to the board of statutoryauditors, and the chair of that body should be drawn from the minority list. With the Company moving to the Netherlands, minority shareholders will lose this possibilityto present their slate of candidates. Also, as per Dutch law and unlike Italian provisions, there is no advisory annual vote on the remuneration policy. All in all, it isconsidered that this merger, while bringing some synergies, will also not be favourable to minority shareholders. On balance, opposition is recommended.

Vote Cast: Oppose

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DART GROUP PLC AGM - 05-09-2019


Vote Cast: Oppose

3. Elect Richard GreenNewly-appointed Non-Executive Director. Not considered independent as the director has a relationship with the Company, which is considered material. He workedas a consultant for Jet2.com Limited and Jet2holidays Limited, the Company’s subsidiaries. There are serious concerns over a potential conflict of interest arising fromthis relationship. Additionally, he is a member of the Audit Committee. It is considered that audit committee should comprise exclusively independent members. Onthese bases, opposition is recommended.

Vote Cast: Oppose

4. Re-elect Philip Hugh MeesonFounder, Executive Chair and CEO. Combined roles at the head of the Company. It is considered to be best practice for these positions to be separated with a ChiefExecutive responsible for the running of the business and the Chair responsible for the functioning of the Board. No one individual should have unfettered powersof decision as the combining the two roles in one person represents a concentration of power that is potentially detrimental to board balance, effective debate, andboard appraisal. Additionally, he is a member of the Remuneration Committee. It is considered that Remuneration committee should comprise exclusively independentmembers. On these bases, opposition is recommended.

Vote Cast: Oppose

6. Re-elect Mark Aubrey Seymour LaurenceNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board. Additionally,he is the Chair of the Audit and Remuneration Committees. It is considered that audit and Remuneration committees should comprise exclusively independentmembers.

Vote Cast: Oppose

7. Re-appoint KPMG LLP as AuditorsKPMG proposed. Non-audit fees represented 50.00% of audit fees during the year under review and 50.00% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

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Vote Cast: Oppose


Vote Cast: Oppose

DIXONS CARPHONE PLC AGM - 05-09-2019

2. Approve the Remuneration ReportDisclosure:All elements of the Single Total Remuneration Table are adequately disclosed. CEO salary increase was 2% as of the workforce which is in line with theCompany.The CEO’s salary is in the upper quartile of the Company’s comparator group.Balance:Performance conditions and retrospective targets for the annual bonus have been disclosed. Performance conditions and targets for the LTIP are alsodisclosed. The balance of CEO realized pay with financial performance is not considered acceptable as the change in CEO total pay over five years is not commensuratewith the change in TSR over the same period. Total variable pay is not considered excessive since it was 72% of the salary which is the percentage of the AnnualBonus long-term Incentive shares were not vesting for the year under review. The ratio of CEO pay compared to average employee pay is not acceptable at 66:1, theratio should not exceed 20:1.Rating:AE


3. Approve Remuneration PolicyPolicy rating :BCC The Remuneration Committee proposes the following changes for the policy: Introduction of bonus deferral, with one third of any bonus earneddeferred into shares for two years, Widening of the circumstances in which incentive payments may be recovered, to include, for example, corporate failure andpersonal misconduct, Introduction of a post cessation of employment shareholding requirement and Removal of the provision to offer a pension provision of up to 20%of base pay to recruit new executive directors. The Remuneration Policy is as follows: Annual Bonus: maximum opportunity is at 150% of the salary. Performancemeasures are: EBIT (50%), Average net debt (20%), Net Promoter Score (15%), Employee engagement (15%) and EBIT underpin and Treating Customers Fairlyclawback. One third of the Bonus will defer to shares for a two years period. Malus and Clawback apply for the Annual Bonus. Long-Term Incentives Plan (LTIP):maximum opportunity is set at 250% of the salary from the 275% which was in the previous years, additionally there is a 375% of the salary as maximum opportunityfor exceptional circumstances, e.g. recruitment. Performance measures are: TSR relative to a bespoke group of UK and European retailers (50%) and Cumulativefree cash flow (50%). Vesting period is three years which is not sufficient long-term, however there is a two-year holding period which is welcomed. Shareholding

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guidelines, 200% of salary to be achieved within five years of appointment and for new appointments, shares to the value of 200% of salary must be retained for thefirst year post-cessation and 100% for the second year.


9. Re-elect Lord Livingston of ParkheadIncumbent Chairman. Independent upon appointment. He also Chairman of Man Group Plc, another FTSE 250 company. It is considered that a chair cannot effectivelyrepresent two corporate cultures. The possibility of having to commit additional time to the role in times of crisis is ever present. Given this, a Chairman should focushis attention onto the only one FTSE 350 Company.


12. Re-elect Gerry MurphyNon-Executive Director. Not considered independent as he served as a Deloitte LLP partner, the Company’s current auditor, until 2013. There is sufficient independentrepresentation on the Board. However, the Director also sits on the Audit and Remuneration Committees. The Committees should comprise only independent Directors.An oppose vote is recommended.


13. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 0.00% of audit fees during the year under review and 2.00% on a three-year aggregate basis. This level of non-auditfees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There areconcerns that failure to regularly rotate the audit firm can compromise the independence of the auditor. Abstention is recommended.




LINX SA EGM - 05-09-2019

10. Amend New Article 27 Paragraph 2It is proposed that the Chief Executive (Diretor Presidente) could accumulate more than one similar position, at discretion of the board. It is considered that theproposed amendment may have an adverse effect on shareholder rights, as it is considered that executives holding external positions may not be able to have sufficienttime for the company’s most urgent matters. Therefore, it is recommended to oppose.

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Vote Cast: Oppose

19. Adopt New Articles of AssociationThis proposal is considered to be a technical item in order to publish a new version of the Articles, including the proposed amendments. Based on the concernsexpressed on the proposals, opposition is recommended.

Vote Cast: Oppose

GREENE KING PLC AGM - 06-09-2019

12. Appoint the AuditorsEY proposed. Non-audit fees represented 16.67% of audit fees during the year under review and 11.76% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor. Opposition is recommended.




ENGIE BRASIL ENERGIA SA EGM - 09-09-2019

1. Elect Gustavo Henrique Labanca Novo as Standing Director and Raquel da Fonseca Cantarino as AlternateNon-Executive Director. Not considered independent as the director was previously employed by the Company as VP of Business Development until 31 July 2019.There is insufficient independent representation on the Board.

Vote Cast: Oppose

ASHTEAD GROUP PLC AGM - 10-09-2019

2. Approve the Remuneration ReportDisclosure:All elements of the Single Total Remuneration Table are adequately disclosed. CEO pay is in line with the Company as the CEO increase was 3% and the

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workforce was 5%.The CEO’s salary is in the median of the Company’s comparator group.Balance:The changes in CEO total pay under the last five years are considered in line with changes in TSR during the same period.Total variable pay for the CEOduring the year under review amounted to 545.9% (AB: 178.4% and PSP 367.5% )of salary, which is considered excessive as total variable pay should not exceed200% of salary. The ratio of CEO pay compared to average employee pay is not acceptable at 42:1; the ratio should not exceed 20:1.Rating: AD.


3. Approve Remuneration PolicyPolicy rating:BDB Annual Bonus (Deferred Bonus Plan, DBP), maximum opportunity is at 225% of the salary. Stretching financial targets are set by the Committeeat the start of each financial year. Target performance earns 50% of the maximum bonus opportunity. The Remuneration Committee is of the opinion that given thecommercial sensitivity arising in relation to the detailed financial targets used for the DBP, disclosing precise targets for the bonus plan in advance would not be inshareholder interests. Two third of the Bonus are paid in cash and one third is deferred to shares for a three-year period. It is recommended that at least half ofthe annual bonus is subjected to share deferral for two years. Malus and Clawback provisions apply for the Deferred Bonus Plan. Long-Term Incentive Plan (LTIP),maximum opportunity is at 250% of the salary. Performance measures are, total shareholder return (40%), earnings per share (25%), return on investment (25%), andleverage (10%). At target performance 32.5% of the award vests. The vesting period is three years which is not considered sufficiently long-term, however a two-yearholding period applies which is welcomed. Malus and Clawback provision apply to the Performance Share Plan (PSP). The potential variable pay of CEO’s is 475% ofbase salary and is considered excessive. Shareholding, minimum shareholding requirement is at 300% of the salary for the Chief Executive and 200% of the salary forthe other Executives, the Directors should build and maintain the material shareholding for a period of five years. Pension, pension contributions are 40% of the salary,however for the new Executives the contribution set at 15% of the salary.


5. Re-elect Paul WalkerChair. Independent upon appointment. However, Mr Walker is also chairing another company within the FTSE 350 index Halma plc. It is considered that a chair cannoteffectively represent two corporate cultures. The possibility of having to commit additional time to the role in times of crisis is ever present. Given this, a Chair shouldfocus his attention onto the only one FTSE 350 Company.


8. Elect Angus CockburnNewly-appointed, Senior Independent Director. Considered independent. There are concerns over a potential conflict of interest between his role as an Executive in alisted company Serco Group Plc and membership of the remuneration committee. An abstain vote is recommended.


11. Elect Lindsley RuthNewly-appointed, Independent Non-Executive Director. There are concerns over a potential conflict of interest between her role as an Executive in a listed companyElectrocomponents Plc and membership of the remuneration committee. An abstain vote is recommended.

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FOLLI FOLLIE GROUP AGM - 10-09-2019

1. Approve Financial StatementsThe Company states that the process of restatement and publication of the corporate and consolidated financial statements of the fiscal year 2017 was concluded on15 July 2019. Said financial statements have already been brought for approval by the postponed Ordinary General Meeting of the year 2018, which will precede theOrdinary General Meeting of the year 2019. Consequently, taking into account that the process of drafting and publishing the corporate and consolidated financialstatements of the fiscal year 1.1.2018 - 31.12.2018 will be completed after the approval of the financial statements of the fiscal year 2017. The Board proposes thepostponement of the discussion and decision on the issue. Although the Board clearly stated the reasons of non-disclosures of the financial statements for the fiscalyear 1.1.2018 - 31.12.2018, it is considered a serious corporate government omission, based on this opposition is recommended.

Vote Cast: Oppose

2. Discharge the Board and the AuditorsIn this market, auditors discharge may prevent lawsuits or claims for activities carried out during the year relating to facts that have not been disclosed to shareholders.

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As a consequence, releasing auditors from liability will weaken the governance framework and introduce great risks for investors. On this basis, opposition isrecommended.

Vote Cast: Oppose

3. Appoint the AuditorsThe Board proposes for approval to the shareholders the regular and the substitute Chartered Auditor for the fiscal year 2019. The only information regarding theAuditor at the time is that is one of the eight major auditing firms internationally. Non-disclosure of the Auditor or the tender process for the appointment of an Auditoris considered to be a bad corporate governance practise. Although the Company is under surveillance and already has reconstructed the financial statements for theFiscal year 2017, this is not an excuse for not disclosing the proponent for Auditor before the Annual General Meeting. Based on this opposition is recommended.

Vote Cast: Oppose

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

Vote Cast: Oppose

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

Vote Cast: Oppose

FOLLI FOLLIE GROUP AGM - 10-09-2019

1. Approve 2017 Financial Statements and Statutory ReportsThe trade of the Company’s shares was suspended by Greece’s securities regulator on 25 May 2018, after the firm reportedly failed to provide requested financialdata, after equity fund Quintessential Capital Management (QCM) issued a report saying the company had overstated the number of retail outlets it operates worldwideand raised concerns over its finances. Under Greek law, the securities regulator may ask a Greek court to order an additional audit of the company’s full financialstatements when there are allegations of wrongdoing. The Company said the claims in the report were unfounded and misleading, and will reportedly make any furtherstatement regarding its Asian business until the audit is finished.In July 2018, the Company announced that its statutory auditor Ecovis has revoked its support to its audit opinion dated 26 April 2018 on the Company’s consolidatedfinancial statements for the financial year ended 31 December 2017. The Company reportedly stated that its takes Ecoviss revocation seriously, has hired Ernst &Young to audit specific items of its 2017 financial statements, and said that Alvarez & Marsal (A&M) would also conduct a forensic evaluation of the most recent

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financial statements of its Asian subsidiaries. An audit statement is expected by the end of August. However, it is unavailable at this time. On balance, opposition isrecommended.

Vote Cast: Oppose

2. Discharge the BoardStandard proposal. There are concerns as the accounts for 2017 where wrong. The sales reported in 2017 for Asia had to be revised down by USD 1 billion, or about90% of the Company’s total sales in Asia. The Company also over reported the number of sale locations it had on the ground. Prior to this the total stock had beenvalued at EUR 1.4 billion. But after a few days of this information becoming public the share price fell dramatically, the shares were suspended and an investigationlaunched. Voting in favour of a discharge resolution may have legal consequences regarding the ability of shareholders to pursue subsequent actions against theBoard. On this basis, opposition is recommended.

Vote Cast: Oppose

3. Discharge the Board and Auditors in Relation to Drafting and Special Audit of Restated 2017 Financial StatementsIn this market, auditors discharge may prevent lawsuits or claims for activities carried out during the year relating to facts that have not been disclosed to shareholders.As a consequence, releasing auditors from liability will weaken the governance framework and introduce great risks for investors. On this basis, opposition isrecommended.

Vote Cast: Oppose

4. Appoint the Auditors and Allow the Board to Determine their RemunerationThe Board submits for approval of the shareholders the regular and the substitute Chartered Auditor for the fiscal year 2019. The only information regarding the Auditorat the time is that is one of the eight major auditing firms internationally. Non-disclosure of the Auditor or the tender process for the appointment of an Auditor isconsidered to be a bad corporate governance practise. Although the Company is under surveillance and already has reconstructed the financial statements for theFiscal year 2017, this is not an excuse for not disclosing the proposed Auditor before the Annual General Meeting. Based on this opposition is recommended.

Vote Cast: Oppose

5. Approve Fees Payable to the Board of DirectorsNo proposal is available at the present time. As per market practice, the proposed remuneration is likely to be made available only at the meeting.Although this is a common practice for a standard item in this market, support will not be suggested for resolutions concerning remuneration when sufficient informationhas not been made available for shareholders in sufficient time prior to the meeting, as such practice prevents shareholders from reaching an informed decision.Abstention from voting this resolution would be recommended. However, the concerns regarding the financial statements for the year raise serious concerns regardingthe actual supervisory tasks performed by the Board, and its possible inaction. On this basis, opposition is recommended.

Vote Cast: Oppose

6. Elect Directors (Bundled)The Board proposed to elect new Board members. There is no disclosed material for the Directors proposed in this bundled resolution. In addition, the concerns

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regarding the financial statements for the 2017 and preceding years raise serious concerns regarding the actual supervisory tasks performed by the Board, and itspossible inaction. On this basis, opposition is recommended.

Vote Cast: Oppose

7. Elect Audit Committee MembersThere is no disclosed material for the proposed Audit Committee members proposed in this bundled resolution. There are serious concerns over this lack of disclosureas well as ongoing corporate governance concerns surrounding the Company’s internal audit and annual accounts. As a result of these factors an oppose vote isrecommended.

Vote Cast: Oppose

8. Approve Related Party TransactionShareholders should receive sufficient notice of proposals brought forward by either management or other shareholders. As such, any other proposition brought forwardin the meeting would provide insufficient time for an informed assessment. Opposition is recommended.

Vote Cast: Oppose

9. Amend Articles: Article 9 - Board-RelatedThe Board proposes to amend paras. 1 and 4 of article 9 of the Company’s Articles of Association. The Company has not disclosed details regarding the amendment.When proposing amendments to the Articles, it is expected that Companies disclose a comparative version of the Articles, before and after the amendments. Therefore,opposition is recommended based on lack of disclosure.

Vote Cast: Oppose

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

Vote Cast: Oppose

MITON UK MICROCAP TRUST PLC AGM - 11-09-2019

2. Approve the Remuneration ReportShareholders are being asked to approve the Company’s annual report on remuneration. Disclosure of figures and policy is adequate. The aggregate limit set in relationto Directors’ remuneration was not exceeded during the year. Directors’ remuneration does not comprise any performance-related element, which is welcomed. It isfurther noted that no additional discretionary payments were made in the year. The proposed increase in individual fees for the Chair and all the other non-executivedirectors is considered acceptable. However, it is noted that the fees of the Senior Independent Director will be increased by approximately 17% during the year underreview. The increase in the fee of a director at over 10% without an adequate justification is considered inappropriate. On this basis, opposition is recommended.

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Vote Cast: Oppose

8. Re-appoint Ernst & Young LLP as AuditorsEY proposed. There were no payment for non-audit fees during the year while non-audit fees represented 22.78% of audit fees on a three-year aggregate basis. Thislevel of non-audit fees does not raise serious concerns about the independence of the statutory auditor. However, it is noted that EY is also the auditor to the InvestmentManager and another undisclosed Company that is also managed by the same Investment Manager. This relationship between the current statutory auditor and theInvestment Manager of the Company raises serious concerns over a potential conflict of interest. On this basis, opposition is recommended.

Vote Cast: Oppose

COMPAGNIE FINANCIERE RICHEMONT SA AGM - 11-09-2019

4.1. Re-elect Johann RupertNon-Executive Chairman, not considered to be independent, as he previously held the combined position of Chairman and Chief Executive Officer. He controls amajority of the voting rights of the Company through Compagnie Financière Rupert, where he is the sole General Managing Partner. There is insufficient independentrepresentation on the Board. Opposition is recommended.

Vote Cast: Oppose

4.2. Re-elect Josua MalherbeNon-Executive Vice-Chairman, not considered to be independent as he was closely involved in the formation of Richemont 20 years ago. In addition, he is member ofRemgro and was Vice Chairman of VenFin Limited, where Mr. Johann Rupert (the controlling shareholder by voting rights) is a significant shareholder and Chairmanof the Board of Directors. There is insufficient independent representation on the Board. Opposition is recommended.

Vote Cast: Oppose

4.6. Re-elect Jean-Blaise EckertNon-Executive Director. Not considered independent as the Director is partner in the Swiss legal firm Lenz & Staehelin, which for the year under review received feestotalling CHF 1.0 million from the Company. There is insufficient independent representation on the Board. Opposition is recommended.

Vote Cast: Oppose

4.11. Re-elect Ruggero MagnoniNon-Executive Director. Not considered independent as the Director is Partner in Compagnie Financiere Rupert, the controlling shareholder. Additionally, the Directorserves in the Board for more than nine years. There is insufficient independent representation on the Board. Opposition is recommended.

Vote Cast: Oppose

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4.15. Re-elect Alan QuashaNon-Executive Director. Not considered independent as the Director was the former CEO of North American Resources Limited, which is a past joint venture betweenthe Quasha family and Richemont SA. Moreover, he has been on the board for more than nine years. There is insufficient independent representation on the Board.Opposition is recommended.

Vote Cast: Oppose

4.17. Re-elect Anton RupertNon-Executive Director. Not considered independent as the Director is the son of Johann Rupert, the Chairman of the Company. There is insufficient independentrepresentation on the Board. Opposition is recommended.

Vote Cast: Oppose

4.18. Re-elect Jan RupertNon-Executive Director. Not considered independent as the Director is the cousin of the founder and Chairman of the Board, additionally is member of the Board formore than nine years.There is insufficient independent representation on the Board. Opposition is recommended.

Vote Cast: Oppose

4.19. Re-elect Gary SaageNon-Executive Director. Not considered independent as the Director was Chief Financial Officer of the Company until 31st July 2017. There is insufficient independentrepresentation on the Board. Opposition is recommended.

Vote Cast: Oppose

6. Appoint the AuditorsPwC proposed. Non-audit fees represented 0.00% of audit fees during the year under review and 5.51% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor. Opposition is recommended.

Vote Cast: Oppose

8.3. Approve Variable Remuneration of Executive Committee in the Amount of CHF 19.1 MillionIt is proposed to approve the prospective variable remuneration for members of the Executive Management of the Company, which means that the proposed amount willnot be the actual amount to be paid, but only the cap for the variable remuneration component. The voting outcome of this resolution will be binding for the Company.It is proposed to fix the remuneration of members of the Executive Committee until next AGM at CHF 19.1 million. There are concerns as the Compensation Committeehas discretion to increase annual bonus awards and the performance criteria are not previously quantified, which is contrary to best practice. In addition, the Companyoperates three long-term incentive plans, which has the potential for creating excessive compensation and confusion above the long-term remuneration practice. Inlight of the above concerns, opposition is recommended.

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Vote Cast: Oppose


Vote Cast: Oppose

SUPERDRY PLC AGM - 11-09-2019

2. Approve the Remuneration ReportThe increase in CEO salary is in line with the increase in salary of the workforce. All elements of the Single Total Remuneration Table are adequately disclosed. TheCEO’s salary is in the median of a PIRC’s comparator group. The balance of the CEO’s realised pay with financial performance is not considered acceptable as thechange in pay over the last five years is not aligned to the change in TSR over the same period. No payments were made in relation to the Annual Bonus and LTIPfor the CEO during the year. However, awards were granted to the CEO at approximately 216% of his base salary which is considered to be overly excessive as it isabove the recommended threshold of 200% of salary. The ratio of CEO pay compared to the average employee is considered unacceptable at 24:1. It is also notedthat the former CEO, Euan Sutherland will receive a termination package worth GBP 867,522 in pay and another GBP 138,000 in share awards which is considered tobe excessive. He had resigned on 02 April 2019 with full pay gardening leave for a year.Rating: BD


5. Re-elect Peter WilliamsChair. Not considered independent upon appointment as he is connected to the significant shareholder. It is considered that the Chair should not be connected to acontrolling shareholder in order to protect the rights of the minority shareholders. In addition, the Chair is also chairing another company, U & 1 Group Plc which iswithin the FTSE 350 index. It is considered that a chair cannot effectively represent two corporate cultures. The possibility of having to commit additional time to therole in times of crisis is ever present. Given this, a Chair should focus his attention onto the only one FTSE 350 Company. An oppose vote is therefore recommended.


13. Approve Political DonationsThe proposed authority is subject to an overall aggregate limit on political donations and expenditure of GBP 150,000. The Company did not make any politicaldonations or incur any political expenditure and has no intention either now or in the future of doing so. However, the aggregate total amount exceeds recommendedlimits. An abstain vote is recommended.



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JYSKE BANK EGM - 11-09-2019


Vote Cast: Oppose

MONTANARO EUROPEAN SMALLER C.TST PLC AGM - 12-09-2019



XPS PENSIONS GROUP PLC AGM - 12-09-2019

3. Approve the Remuneration ReportAll elements of the Single Total Remuneration Table are adequately disclosed. It is noted that the Remuneration Report registered a significant level of oppose votesat the 2018 AGM of approximately 19.83% which has not been adequately addressed. In addition, the percentage change in CEO salary at 20% is not in line with thepercentage change in the salary of the entire workforce which stands at 4.1%. The CEO’s salary is in the lower quartile of PIRC’s comparator group. Also, the CEO’stotal realised rewards under all incentive schemes during the year is considered appropriate amounting to approximately 18% of his base salary which is inclusive of

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only the annual bonus. No LTIP’s vested. In addition, the ratio of CEO pay compared to the average employee is considered acceptable at 8:1.Rating: AC


4. Re-elect Tom Cross BrownChair. Independent upon appointment. As the Company has not set up a Sustainability Committee, the Chair of the Board is considered accountable for the Company’sSustainability programme. As such, given the concerns over the Company’s sustainability policies and practice, an abstain vote is recommended.


5. Re-elect Alan BannatyneSenior Independent Director. Considered independent. There are concerns over a potential conflict of interest between his role as an Executive in a listed companyand membership of the remuneration committee. An abstain vote is recommended.


11. Re-appoint BDO LLP as AuditorsBDO LLP proposed. Non-audit fees represented 28.83% of audit fees during the year under review and 155.13% on a three-year aggregate basis. This level ofnon-audit fees raises major concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There areconcerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.






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VAN ELLE HOLDINGS PLC AGM - 12-09-2019

2. Re-appoint BDO LLP as the AuditorsBDO LLP proposed. Non-audit fees represented 25.00% of audit fees during the year under review and 28.40% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Abstain


Vote Cast: Abstain

ECORODOVIAS INFRAESTRUTURA E LOGISTICA EGM - 13-09-2019

3. Ratify Contracts between Company and Former Administrators Re: Collaboration Program with Brazilian Public AuthoritiesIt is proposed to ratify the agreement between the Company and the former Executives which are collaborating with the Brazilian authorities, as is signed on August12, 2019 and consequently, to approve the non-filing of civil liability action against the Company’s former executives. There was no further disclosure of the agreementbetween the Company and the Authorities in English, making the estimation of the impact of the agreement to the shareholders’ interests is impossible to ascertain.Based on this abstention is recommended.

Vote Cast: Abstain

BCA MARKETPLACE PLC AGM - 16-09-2019

2. Approve the Remuneration ReportDisclosure: All elements of the Single Total Remuneration Table are adequately disclosed. The Executive Chair did not receive a salary increase during the yearunder review. Executive Chair reward is below the lower quartile of its comparator group.Balance:The balance of CEO realized pay with financial performance is not considered acceptable, changes in the CEO pay is at 95.8% were changes in TotalShareholders Return are at 13.66%.The ratio of CEO pay compared to average employee pay is also not considered acceptable at 36:1, a 20:1 ratio would be moreappropriate.Rating:CD


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4. Re-elect Avril Palmer-BaunackChair and CEO. Combined roles at the head of the Company. There should be a clear division of responsibilities at the head of the Company between the running ofthe board and the executive responsibility for the running of the Company’s business. No one individual should have unfettered powers of decision. Combining the tworoles in one person represents a concentration of power that is potentially detrimental to board balance, effective debate, and board appraisal. However, during therecent offer from TDR which is conditional a change in the senior leadership of the business at this time would introduce levels of uncertainty which could have anynumber of detrimental effects upon the business and the shareholders interest. On this occasion an abstain vote is recommended.


10. Appoint the AuditorsPwC proposed. Non-audit fees represented 7.69% of audit fees during the year under review and 22.86% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor. Abstention is recommended.






WAREHOUSE REIT PLC AGM - 16-09-2019

3. Re-elect Stephen BarrowNon-Executive Director. Not considered independent as he is a director of a number of companies owned by TPL, the Company’s Investment Managers. A directorwith significant links to the investment advisor cannot be supported on the Board. Opposition is recommended.

Vote Cast: Oppose

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4. Re-elect Simon HopeNon-Executive Director. Not considered independent as he has been Chairman of Tilstone Partners Limited (TPL) since its formation in 2010 and was a foundinginvestor. TPL is the Investment Advisor of Warehouse Reit Plc. A director with significant links to the investment advisor cannot be supported on the Board. Oppositionis recommended.

Vote Cast: Oppose

9. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 41.67% of audit fees during the year under review and 133.19% on a three-year aggregate basis. This level of non-auditfees raises major concerns about the independence of the statutory auditor. Opposition is recommended.

Vote Cast: Oppose


Vote Cast: Oppose

15. Authorize Share RepurchaseIt is proposed to authorize the Board to purchase Company’s shares for 10% and 15 months. This resolution will not be supported unless the Board has set fortha clear, cogent and compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, anoppose vote is recommended.

Vote Cast: Oppose

MULBERRY GROUP PLC AGM - 17-09-2019

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

Vote Cast: Oppose

4. Re-elect Steven GrapsteinNon-Executive Director. Not considered independent as the Director is the Chief Executive Officer of Como Holdings USA which is owned by Mr. Ong Beng Seng, the

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controlling shareholder of the Company. Additionally, the Director has a tenure of more than nine years in the Board. There is insufficient independent representationon the Board. Opposition is recommended.

Vote Cast: Oppose

5. Appoint the Auditors and Allow the Board to Determine their RemunerationDeloitte proposed. Non-audit fees represented 4.36% of audit fees during the year under review and 19.30% on a three-year aggregate basis. This level of non-auditfees does not raise serious concerns about the independence of the statutory auditor. The date of appointment of the current audit firm is undisclosed, meaningthe length of tenure is not known. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor. Opposition isrecommended.

Vote Cast: Oppose


Vote Cast: Oppose

MARLOWE PLC AGM - 18-09-2019

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

Vote Cast: Oppose

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

Vote Cast: Oppose


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Vote Cast: Oppose

ALIMENTATION COUCHE-TARD INC AGM - 18-09-2019

1. Appoint the AuditorsPwC proposed. Non-audit fees represented 27.58% of audit fees during the year under review and 15.87% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

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

Vote Cast: Oppose

DIAGEO PLC AGM - 19-09-2019

2. Approve the Remuneration ReportDisclosure: All elements of the Single Total Remuneration Table are adequately disclosed. The increase in CEO salary (+2%) is in line with the average salaryincrease for US and UK workforce (+3%). As a Company which is operating on a global scale, PIRC would prefer to see disclosure of salary movements across allemployees and not just the US and UK. The CEO’s salary is in the upper quartile of the Company’s comparator group.This raises concerns over potential excessivenessof variable incentive schemes as the base salary determines the overall quantum on the remuneration structure.Balance: The balance of CEO realized pay with financial performance is not considered acceptable as the change in CEO total pay over the last five years is notaligned to the change in TSR over the same period. Over the five-year period average annual increase in CEO pay has been approximately 35.18% whereas, onaverage, TSR has increased by 17.18%. Total realize rewards under all incentive schemes amounted to 796.46% of base salary (Annual Bonus: 122.26% - LTIP:299.2% and DLTIP award: 374.7 %) which is considered highly excessive. CEO pay compared to average employee pay stands at 60:1, which is not considered to beappropriate.Rating: AE


15. Approve Political DonationsThe proposed authority is subject to an overall aggregate limit on political donations and expenditure of GBP 100,000 which is within recommended limits. However, it isnoted that the Group made political donations of GBP 380,000 state candidate committees, state political parties and federal leadership committees in North America.This raises concerns about the potential political donation which could be made by the Company under this authority. An oppose vote is therefore recommended.

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CAMBIUM GLOBAL TIMBERLAND AGM - 19-09-2019

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

Vote Cast: Oppose

AUTO TRADER GROUP PLC AGM - 19-09-2019

2. Approve the Remuneration ReportAll elements of the Single Total Remuneration Table are adequately disclosed. The increase in CEO’s salary is considered to be in line with the salary of the workforce.The CEO’s salary is in the median of a PIRC’s comparator group. The balance of the CEO’s realised pay with financial performance is not considered acceptable asthe change in pay over the last five years is not aligned to the change in TSR over the same period. The CEO’s total realised rewards under all incentive schemesduring the year is considered excessive amounting to approximately 237.7% of his base salary (Annual Bonus: 115.1% : LTIP: 122.6%). In addition, the ratio of CEOpay compared to the average employee is considered unacceptable at 23:1.Rating: AD


4. Re-elect Ed WilliamsNon-Executive Chair of the Board. As the Chair of the Sustainability Committee is not up for election, the Chair of the Board is considered accountable for theCompany’s Sustainability programme. As such, given the concerns over the Company’s sustainability policies and practice, an oppose vote is recommended.



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NIKE INC. AGM - 19-09-2019

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




RYANAIR HOLDINGS PLC AGM - 19-09-2019

1. Approve Financial StatementsNon-financial information has not been disclosed. The EU Non-Financial Reporting Directive stipulates that member states are required to disclose a non-financialstatement containing relevant information as prescribed in the directive. Although companies are allowed to publish such statement until six months after the end of thefinancial year, it is considered that it should be disclosed to all shareholders in occasion of the annual general meeting. On this ground, abstention is recommended.

Vote Cast: Abstain

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

Vote Cast: Abstain

3a. Re-elect David Bonderman as DirectorNon-Executive Director. Not considered to be independent as he has been on the Board for more than nine years. In addition, David Bonderman led Irish Air, L.P,an investment vehicle and one of the initial backers of Ryanair. He and certain of his associates at Texas Pacific Group acquired a minority interest in the Company.During 2015, he among other directors was awarded 30,000 options at an exercise price of EUR 6.25, which are exercisable between June 2019 and July 2022. He isalso a director and shareholder of Air G.P. Inc., which owns shares of Ryanair. There are concerns over the director’s potential aggregate time commitments. There isinsufficient independent representation on the Board.

Vote Cast: Oppose

3c. Re-elect Michael Cawley as DirectorNon-Executive Director. Not considered to be independent as he previously held the positions of Chief Operating Officer, Deputy CEO and CFO at Ryanair. During2015, he among other directors was awarded 30,000 options at an exercise price of EUR 6.25, which are exercisable between June 2019 and July 2022. There isinsufficient independent representation on the Board.

Vote Cast: Oppose

3f. Re-elect Kyran McLaughlin as DirectorLead Independent Director.Not considered to be independent as he serves as Deputy Chairman & Head of Capital Markets for Davy Stockbrokers, the Company’sbrokers. He advised Ryanair during its initial flotation on the Dublin and NASDAQ stock markets in 1997. In addition, he has served on the Board for over nine years.During 2015, he among other directors was awarded 30,000 options at an exercise price of EUR 6.25, which are exercisable between June 2019 and July 2022. It isconsidered that a Lead Independent Director should be independent, in order to fulfil the responsibilities assigned to that role. An Oppose vote is recommended.

Vote Cast: Oppose

3g. Re-elect Howard Millar as DirectorNon-Executive Director. Not considered to be independent as he was Deputy Chief Executive up to December 2014, and Chief Financial Officer up to September2014. There is insufficient independent representation on the Board.

Vote Cast: Oppose

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3h. Re-elect Dick Milliken as DirectorNon-Executive Director. Not considered to be independent as, during 2015, he among other directors was awarded 30,000 options at an exercise price of EUR 6.25.Options are exercisable between June 2019 and July 2022. There is insufficient independent representation on the Board.

Vote Cast: Oppose

3i. Re-elect Michael O’Brien as DirectorNon-Executive Director. Not considered to be independent as he was Chief Pilot and Flight Ops Manager of Ryanair until 1991. There is insufficient independentrepresentation on the Board.

Vote Cast: Oppose

3j. Re-elect Michael O’Leary as DirectorChief Executive Officer. There are concerns over the gender pay gap that persists within the Company. In 2018, Ryanair revealed the pay data for UK employees basedon payments made in the pay period April 2017. The data showed that a gender pay gap of 72% (the worst in the airline industry) with women making up only 3% ofthe top quarter of earners. This data was measured in at 64.4% for the year under review. Ryanair currently employs 689 male pilots in the UK and 15 women. Otherairlines show better figures: TUI Airlines, for example, reported a gender pay gap of 42.5% and Easyjet 47.9%. As the Chief Executive Officer is the most accountablefigure in the Company’s affairs, opposition is recommended.

Vote Cast: Oppose

3k. Re-elect Julie O’Neill as DirectorNon-Executive Director. Not considered to be independent as, during 2015, she among other directors was awarded 30,000 options at an exercise price of EUR 6.25.Options are exercisable between June 2019 and July 2022. There is insufficient independent representation on the Board.

Vote Cast: Oppose

3l. Re-elect Louise Phelan as DirectorNon-Executive Director. Not considered to be independent as, during 2015, she among other directors was awarded 30,000 options at an exercise price of EUR 6.25.Options are exercisable between June 2019 and July 2022. In addition, she is a former Vice-President in Paypal, which is one of Ryanair‘s payment service providers.There is insufficient independent representation on the Board.

Vote Cast: Oppose

5. Issue Shares with Pre-emption RightsThe Directors are seeking to renew their authority to allot shares in the authorised but unissued share capital of the Company for the period up to September 19, 2024,for up less than 50% of the current share capital. However, the duration of the proposed authority exceeds 26 months. On this ground, opposition is recommended.

Vote Cast: Oppose

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7. Authorise Market Purchase and/or Overseas Market Purchase of Ordinary SharesIt is proposed to authorise the Board to purchase Company’s shares until next AGM. This resolution will not be supported unless the Board has set forth a clear, cogentand compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board, an oppose vote isrecommended.

Vote Cast: Oppose

8. Approve Long Term Incentive PlanThe Board proposes the approval of a new incentive plan. Under the plan, the CEO and other executives will be awarded rights to receive shares, which will start vestingat least after three years from the date of award. The Company does not disclose clear performance criteria but only a list of indicators, which makes it impossible toassess clearly the link between pay and performance and is deemed a serious frustration of shareholder accountability. The performance conditions attached to LTIP2019 awards are currently expected to be an equal weighting of three-year EPS growth and three-year relative TSR performance against airline peers.LTIP based schemes are inherently flawed. There is the risk that they are rewarding volatility rather than the performance of the Company (creating capital and - lawful- dividends). They act as a complex and opaque hedge against absolute Company underperformance and long-term share price falls. They are also a significant factorin reward for failure.

Vote Cast: Oppose

DWF GROUP PLC AGM - 20-09-2019

1. Receive the Annual ReportDisclosure is adequate. The financial statements were made available sufficiently before the meeting and have been audited and certified. However, there are seriousconcerns over the Company’s sustainability policies and practice. As there are no directors up for election at this meeting, who could be held accountable for theCompany’s sustainability programme, an oppose vote is recommended on the Annual Report.


2. Approve Remuneration PolicyDisclosure: Maximum potential awards under all incentive schemes are clearly stated. Performance conditions and targets attached to Long-Term incentive awardsare disclosed adequately.Balance: The vesting scale attached to the LTIP is considered to be overly narrow. The performance metrics are not operating interdependently, such that vestingunder the incentive plan is only possible where all threshold targets are met. Also, the LTIP does not utilise non-financial metrics as a means of assessing performance.The absence of Non-financial parameters to assess Executives’ long-term performance is considered contrary to best practice as such factors allow the remunerationpolicy to focus on the operational performance of the business as a whole and the individual roles of each of the senior executives in achieving that performance.Financial parameters are generally beyond an individual director’s control. Total potential awards capable of vesting under the policy exceed the recommendedthreshold of 200% of the highest paid Director’s base salary. The Annual Bonus utilises multiple performance metrics which is welcomed. The deferral period attachedto the Annual Bonus is in line with best practice as half of the bonus is deferred in shares over at least two years. Directors are entitled to a dividend income which isaccrued on share awards from the date of grant, once the awards vest. Dividend should be paid from the date awards vest onwards, and not backdated to the time ofgrant to include the performance period.

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Contracts: Claw-back provisions are in place over both long and short-term incentive plans which conforms to best practice, However, upon cessation of employment,the Remuneration Committee can use upside discretion to dis-apply time pro-rata on outstanding share incentives which is not considered appropriate.


3. Approve the Remuneration ReportDisclosure: Overall, disclosure is considered to be adequate.Balance: The total combined variable reward paid during the year falls below the 200% recommended threshold and is therefore not considered to be overly excessive.However, the CEO’s salary is in the upper quartile of a peer comparator group. This raises concerns over potential excessiveness of the variable incentive schemescurrently in operation, as the base salary determines the overall quantum of the remuneration structure. Furthermore, the ratio of CEO pay compared to that of theaverage employee exceeds the recommended limit of 20:1 and is therefore not considered appropriate.There are also concerns relating to the IPO related bonus made to Christopher Stefani. Involvement in corporate actions is taken to be an implicit part of the board’sresponsibilities and therefore the special payment is deemed inappropriate.Rating: AD


14. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 197.57% of audit fees during the year under review. This level of non-audit fees raises major concerns about theindependence of the statutory auditor. The current auditor has been in place for more than ten years. There are concerns that failure to regularly rotate the audit firmcan compromise the independence of the auditor.


16. Approve Political DonationsApproval sought to make donations to EU political organisations and incur EU political expenditure not exceeding GBP100,000 in total. The Company did not makeany political donations or incur any political expenditure and has no intention either now or in the future of doing so. However, the maximum limit sought under thisauthority is considered excessive. An abstain vote is recommended.




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NAVER CORP EGM - 20-09-2019

1. Approve Spin-Off AgreementThere is insufficient English disclosure of meeting materials in a timely manner to provide an informed vote. An abstain vote is recommended.

Vote Cast: Abstain

NORTHGATE PLC AGM - 23-09-2019

3. Approve the Remuneration ReportDisclosure:All elements of the Single Total Remuneration Table are adequately disclosed. The CEO salary is in line with the workforce. CEO salary increase by 2%and the workforce rise in salary was at 2%. The CEO’s salary is currently in the median of the Company’s comparator group.Balance: Changes in CEO total pay under the last five years are not considered in line with changes in TSR over the same period. The TSR is increased with anaverage of 1.22% but the CEO change increase by an 45.8%. Total variable compensation was at 108.6% of the salary which is appropriate, however only bonus waspaid for the year under review since there was no vesting in LTIP awards. The ratio of CEO pay compared to average employee pay is unacceptable at 33:1.it is noticedthat in the previous general meeting the Remuneration Report was voted against by 57.96%Rating:AC


4. Approve Remuneration PolicyPolicy rating:BCBChanges, the new appointments will receive a pension contribution which will not exceed what is applicable in the country which are based. The percentage will be5% to 15% of the salary. The Annual Bonus deferral structure will be simplified so the Executives will be immediately taxed and then have to purchase and retainshares in the Company, rather than receive a deferred share award on which tax would have been deferred. These shares must be retained for a 3-year holdingperiod and potentially post cessation of employment for two years. Recovery provisions will apply during the holding period. Shareholding requirements will be at200% of the salary for a two-year period. PIRC considers a five-year period more appropriate. The Remuneration Committee will have the discretion to adjustment ofincentive awards where it considers the formulaic outcome is not appropriate taking into account matters such as the underlying performance of the Company, investorexperience or wider employee reward experience. The circumstances in which withholding and recovery apply will be increased adding serious reputational damageand corporate failure based on the Code. Provide the Committee with the authority to amend the shareholders approved policy taking in account changes in legislation,taxation and other supplemental and administrative matters.Overall disclosure is adequate and the deferral period for the Annual Bonus is welcomed. However, with

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the new policy the variable pay for the Executives is excessive since the aggregate maximum opportunity could reach 300% for the CEO and 250% for the Executivesand in exceptional circumstances it could reach 400% and 350% respectively. After the implementation of the changes the Remuneration Policy will be as follows:Base salary, the salary increase will be in line with the wider workforce. Pension contributions, is at 18% of the salary for the Executives but for new appointments willbe in line with the country in which they are based which is currently between 5% and 15% of salary. Annual Bonus, maximum opportunity is at 150% of the salary forthe CEO and 100% for the Executives. For the year under review the performance criteria were: Group PBT (Profit before Tax) 75% and strategic objectives, with aROCE underpin of 6.6% below which no bonus would be payable, and a minimum PBT threshold of GBP 57. Up to 100% of salary, half of any bonus earned and allof any bonus earned in excess of 100% of salary net of taxes will be used by the executive Directors to purchase shares which will be subject to a three-year holdingperiod and cannot be sold during that time. The deferral period of three years is welcome. Malus and Clawback provisions apply to the Annual Bonus. Long-TermIncentive Plan, maximum opportunity is at 150% of the salary, although there is a 250% for exceptional circumstances. Performance measures are: EPS (33.3% ofthe award), ROCE (33.3% of award) and TSR (33.3% of award): Relative to FTSE 250 excl. Investment trusts. Vesting period is three years which is not consideredsufficient long-term, however a two-year holding period is applied and is welcomed. The Committee has the discretion to permit the payment of dividend equivalentsarising over the period between grant and the vesting date. These would be paid in shares and only in exceptional circumstances cash. This is considered to be isinappropriate. Malus and Clawback provisions apply for the LTIP awards.






18. Approve New Executive Share Option Scheme/PlanThe Board proposes the approval of the renewal of the Executive Performance Share Plan (the "EPSP"). Under the plan, the CEO and other executives will be awardedrights to shares, a portion (or all) of which will vest depending on the achievement of some performance criteria.The maximum opportunity for the award is at 150%of the salary (250% for exceptional circumstances e.g. recruitment). The awards will be based in performance measures which were for the year under review: EPS(33.3% of the award), ROCE (33.3% of award) and TSR (33.3% of award): Relative to FTSE 250 excl. Investment trusts. The remuneration committee may vary theperformance conditions applying to existing awards if considers the occurrence of an event or circumstances that it would be appropriate to do so. Vesting period isthree years which is not considered sufficient long-term, however a two-year holding period is appliedLTIP schemes are not considered an effective means of incentivizing performance and are inherently flawed. There is the risk that they are rewarding volatility ratherthan the performance of the company. They are acting as a complex and opaque hedge against absolute company underperformance and long-term share price falls.

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They are also a significant factor in reward for failure. Based on this opposition is recommended.


FEDEX CORPORATION AGM - 23-09-2019

1.10. Elect Frederick W. SmithChairman and CEO. Combined roles at the head of the Company. There should be a clear division of responsibilities at the head of the Company between the runningof the board and the executive responsibility for the running of the Company’s business. No one individual should have unfettered powers of decision. Combining thetwo roles in one person represents a concentration of power that is potentially detrimental to board balance, effective debate, and board appraisal. As the Chair ofthe Sustainability Committee is not up for election, the Chair of the Board is considered accountable for the Company’s Sustainability programme, where policies andpractice are not considered to be adequate in order to minimize material risks linked to sustainability. Opposition is recommended.


1.11. Elect David P. SteinerSenior Independent Director. Not considered independent owing to a tenure of nine years. It is considered that the senior independent director should be consideredindependent, irrespective of the level of independence of the Board.


1.12. Elect Paul S. WalshNon-Executive Director. Not considered independent owing to a tenure of over nine years, there is sufficient independent representation on the Board. However, thereis also concerns about the Director times commitments. Abstention is recommended.


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



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MERCIA ASSET MANAGEMENT PLC AGM - 24-09-2019

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

Vote Cast: Oppose


Vote Cast: Oppose

DSV A/S EGM - 24-09-2019

2. Elect Beat WaltiIn connection with the merger between DSV and Panalpina, DSV has undertaken to nominate a candidate to the board of directors in DSV proposed by Ernst GöhnerFoundation.Non-Executive Director. Not considered independent as the director is considered to be connected with a significant shareholder: Ernst Göhner Foundation. Thelatter owns, as a result of the above-mentioned merger, 10.72 % of the issued share capital in DSV. There is insufficient independent representation on the Board. Asopposition is not a valid vote option for this resolution, abstention is recommended.


3. Approve Creation of DKK 48.3 Million Pool of Capital without Preemptive RightsIt is proposed to increase the share capital without and with pre-emptive rights in the period until 24 September 2024 by a nominal amount of DKK 48,300,000,correspondingto 20% of the share capital. It is further proposed that the new shares shall be paid in full. The part without pre-emptive rights corresponds to an amount of more than10% of the share capital, which is deemed excessive. Opposition is recommended.


6. Amend Articles Re: Language of General Meetings and Company AnnouncementsIt is proposed to amend the Articles, so that, in addition to Danish, general meetings may be held entirely or partly in English, documents for internal use at futuregeneral meetings (including notice, minutes, etc.) be prepared in English only and future company announcements be prepared in English only.

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This proposal would increase disclosure for non-Danish investors, which is welcomed. However, it would be reasonable to expect that filings be available also in thelocal language. Abstention is recommended.


SOPHOS GROUP PLC AGM - 25-09-2019

2. Approve Remuneration PolicyIt is proposed to approve the remuneration policy. Variable remuneration appears to be consistently capped, although the pay-out may exceed 200% of the fixedremuneration for the highest paid director. There are claw back clauses in place over the entirety of the variable remuneration, which is welcomed. However, theCompany has not disclosed quantified targets or performance criteria for its variable remuneration component, which may lead to overpayment against underperformance.On balance, opposition is recommended based on excessiveness concerns.Rating: AEC.


3. Approve the Remuneration ReportDisclosure: Performance conditions and past targets for the annual bonus are adequately disclosed. Performance conditions and targets for long term incentives areadequately disclosed. All share incentive awards are fully disclosed with award dates and prices.Balance: The change in the CEO’s salary is in line with the rest of the Company, as the CEO’s salary did not increase in the year under review.The CEO’s salary is in the upper quartile of the Company’s comparator group.At last year’s AGM the Company’s remuneration report received significant opposition from shareholders (32.28%). The Company states that the high level of oppositionmay be due to remuneration arrangements which are untypical of UK listed companies. The Company states that it has engaged with shareholders and has proposeda number of changes for the remuneration policy vote this upcoming meeting. The ratio of the CEO’s pay compared to average employee pay is acceptable at lessthan 20:1. Awards granted during the year under review are excessive, amounting in total to 535% of salary for the CEO - 126% of salary in the form of restrictedstock units (RSU); and 408% of salary as performance share units (PSU). Given that the recommended limit for total variable pay is 200% of salary, such a payout isconsidered gratuitously excessive and inappropriate. The majority of the CEO’s variable pay comes from one of the Company’s two LTIP plans, the PSU and RSU.LTIPs are not considered to be appropriate mechanisms for rewarding executives, given that they do not provide a reliable link between pay and performance. Thefact that the Company operates two LTIPs raises significant concerns, which shareholders have expressed in the past, although with no adequate response from theCompany. No loss of office payments or recruitment awards were made during the year under review.Rating: AE


5. Re-elect Sandra Bergeron as DirectorNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.


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7. Re-elect Peter Gyenes as DirectorNon-Executive Chair. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.


9. Re-elect Roy Mackenzie as DirectorNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.


13. Appoint the AuditorsKPMG proposed. Non-audit fees represented 16.67% of audit fees during the year under review and 5.00% on a three-year aggregate basis. This level of non-auditfees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There areconcerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.






JOULES GROUP PLC AGM - 25-09-2019

4. Re-elect Ian Filby as DirectorIndependent Non-Executive Chair. This Director has an attendance record of less than 90% for both Board and Committee meetings which they were eligible to attendduring the year. An oppose vote is therefore recommended.

Vote Cast: Oppose

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5. Re-elect Tom Joule as DirectorFounder & Chief Brand Officer, as well as largest shareholder. This Director has an attendance record of 90% for Board meetings which they were eligible to attendduring the year. As no adequate justification has been disclosed for Mr. Joule missing two meetings an oppose vote is therefore recommended.

Vote Cast: Oppose

2. Approve the Remuneration ReportOverall, disclosure is not considered sufficient. All elements of each director’s cash remuneration and pension contributions are disclosed, as are future performanceconditions and past targets for the annual bonus and LTIP. However, the total realised rewards during the year under review exceeded 200% of the salary. In addition,the Company has not disclosed the pay increase/decrease of the average employee and has not compared the level of its CEO remuneration against a disclosed groupof peers. The Company has also failed to disclose the ratio of CEO pay compared to average employee. On balance, opposition is recommended.

Vote Cast: Oppose

10. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 19.83% of audit fees during the year under review and 46.70% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. The date of appointment of the current audit firm is undisclosed, meaning the length oftenure is not known. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

13. Approve Political DonationsThe policy of not giving any cash contribution to political parties or independent election candidates will continue. The Company did not make any political donationsor incur any political expenditure and has no intention either now or in the future of doing so. However, at this time, the aggregate total amount is not disclosed, whichis considered to be a material omission. An abstain vote is recommended.

Vote Cast: Abstain

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

Vote Cast: Oppose

16. Authorise Share RepurchaseThe authority is limited to 10% of the Company’s issued share capital and will expire at the next AGM. This resolution will not be supported unless the Board has set

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forth a clear, cogent and compelling case demonstrating how the authority would benefit long-term shareholders. As no clear justification was provided by the Board,an oppose vote is recommended.

Vote Cast: Oppose

17. Approve Rule 9 Waiver Relating to the Buyback AuthorityShareholder approval is sought for a waiver of the obligation that could arise on Tom Joule (Concert Party) to make a general offer for the entire issued share capitalof the Company under Rule 9 of the Takeover Code as a result of purchases by the Company of Ordinary Shares pursuant to the Authority to make market purchasesas proposed under Resolution 16.It is considered that the Listing Rules are being created in order to protect existing minority shareholders. Such a waiver raises concerns about potential creepingcontrol of the Company. On this basis, the resolution would only supported if the Concert Party is committed not to increase its percentage holding in the Company,which is not the case. On this basis, an oppose vote is recommended.

Vote Cast: Oppose

18. Approve Rule 9 Waiver Relating to the Exercise of Options by Tom Joule to Acquire SharesShareholder approval is sought for a waiver of the obligation that could arise on Tom Joule (Concert Party) to make a general offer for the entire issued share capital ofthe Company under Rule 9 of the Takeover Code if he is permitted to acquire181,567 ordinary shares in the capital of the Company under options which were grantedon 25 July 2019.First, as mentioned in the resolution above, there are concerns over the potential increase in the shareholding of the Concert Party in the Company. It is considered thatthe Rule 9 is in the interest of existing minority shareholders. Second, the participation of Tom Joule in the Company’s share incentive scheme is not supported giventhe level of his existing shareholding in the Company. It is believed that the overarching objective of share schemes is to align executives with the long term interest ofshareholders. As this was already achieved given his substantial ownership, his participation in the company’s share schemes will only strengthen a creeping controlof the Company. An oppose vote is therefore recommended.

Vote Cast: Oppose

NCC GROUP PLC AGM - 25-09-2019

2. Approve the Remuneration ReportDisclosure:All elements of the Single Total Remuneration Table are adequately disclosed. CEO wage increase by 2.5% where the UK workforce has an increase of3% which is in line with the Company. The CEO salary is in the median of the Competitors group.Balance:No share incentive payments were made to the executive directors during the review period, as the outstanding LTIPs for the executive directors have not yetreached the end of the three-year performance measurement period. LTIP awards were granted in 2018 to both the CEO and CFO.The CEO total pay is not consideredin line with changes in TSR during the same period. CEO pay changes by 24.5% in the last five years when TSR changes in the same period are 5.59%. The ratio ofCEO pay compared to average employee pay is considered appropriate at 8:1.Rating: AC


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4. Appoint the AuditorsKPMG proposed. Non-audit fees represented 5.83% of audit fees during the year under review and 7.81% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor. Abstention is recommended.






CARCLO PLC AGM - 25-09-2019

2. Re-elect Mark RollinsChair and CEO. 12 months rolling contract. Combined roles at the head of the Company. It is considered to be best practice for these positions to be separated with aChief Executive responsible for the running of the business and the Chair responsible for the functioning of the Board. No one individual should have unfettered powersof decision as the combining the two roles in one person represents a concentration of power that is potentially detrimental to board balance, effective debate, andboard appraisal.

Vote Cast: Oppose


Vote Cast: Oppose

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SUNCORP GROUP LTD AGM - 26-09-2019

1. Approve the Remuneration ReportIn accordance with Section 250R of the Australian Corporations Act, the directors are seeking approval of the remuneration report. The Act does not require directorsto act on approval of the resolution and the vote is advisory.There are concerns regarding excess as the total variable remuneration exceeded 200% of the salary. The Company has not fully disclosed quantified targets againstwhich the achievements and the corresponding variable remuneration has been calculated. Although a common practice in this market as this is deemed to be sensitiveinformation, it prevents an accurate assessment and may lead to overpayment against underperformance. There are claw back clauses in place over the entirety ofthe variable remuneration, which is welcomed. However, opposition is recommended based on excessive remuneration.

Vote Cast: Oppose

2. Approve Grant of Performance Rights to Steve JohnstonThe Board is seeking shareholder approval for the purposes of ASX Listing Rule 10.14 of the grant of performance shares to the value of AUD 1 million to the ChiefExecutive And Managing Director, under the Company’s Long-term Incentive Plan. The award represents approximately 98% of the director’s base salary as paid inthe year under review.Concerns over the plan are raised as the Plan only utilises one sole metric. According to best practice, the scheme should operate at least two quantifiable performancemetrics in an interdependent fashion. The performance period is three years, which is not considered to be sufficiently long-term. Based on the above concerns, anoppose vote is recommended.

Vote Cast: Oppose

ALCENTRA EUROPEAN FLOATING RATE INCOME FUND AGM - 26-09-2019

6. Appoint the AuditorsKPMG proposed. An adequate break-down of the nature of non-audit fees is not provided, which makes the assessment of auditor’s independence based on thenon-audit fee impossible. The date of appointment of the auditor is not disclosed, meaning that there are concerns that failure to regularly rotate the audit firm cancompromise the independence of the auditor. An oppose vote is recommended.




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KROMEK GROUP PLC AGM - 26-09-2019


Vote Cast: Oppose

5. Appoint the AuditorsKPMG proposed. Non-audit fees represented 54.84% of audit fees during the year under review. KPMG was appointed in 2018. This level of non-audit fees raisesmajor concerns about the independence of the statutory auditor.

Vote Cast: Oppose


Vote Cast: Oppose

SEABIRD EXPLORATION LTD EGM - 27-09-2019

1c.. Elect Nicholas Knag NunnNon-Executive Director. Not considered to be independent based on insufficient information. Although there is sufficient independence on the Board, it is consideredthat shareholders should be provided with sufficient biographical information on candidates, in order to make an informed assessment on the candidates’ independenceand profile. On this basis, abstention is recommended.

Vote Cast: Abstain

1d.. Elect Ståle RodahlNon-Executive Director. Not considered to be independent based on insufficient information. Although there is sufficient independence on the Board, it is consideredthat shareholders should be provided with sufficient biographical information on candidates, in order to make an informed assessment on the candidates’ independenceand profile. On this basis, abstention is recommended.

Vote Cast: Abstain

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4 Appendix

The regions are categorised as follows:

ASIA China; Hong Kong; Indonesia; India; South Korea; Laos; Macao; Malaysia; Philippines; Singapore; Thailand; Taiwan; Papua New Guinea;Vietnam

SANZA Australia; New Zealand; South AfricaEUROPE/GLOBAL EU Albania; Austria; Belgium; Bosnia; Bulgaria; Croatia; Cyprus; Czech Republic; Denmark; Estonia; France; Finland; Germany; Greece;

Hungary; Ireland; Italy; Latvia; Liechtenstein; Lithuania; Luxembourg; Moldova; Monaco; Montenegro; Netherlands; Norway; Poland;Portugal; Spain; Sweden; Switzerland

JAPAN Japan

USA/CANADA USA; Canada; Bermuda

UK/BRIT OVERSEAS UK; Cayman Islands; Gibraltar; Guernsey; JerseySOUTH AMERICA Argentina; Bolivia; Brazil; Chile; Colombia; Costa Rica; Cuba; Ecuador; El Salvador; Guatemala; Honduras; Mexico; Nicaragua; Panama;

Paraguary; Peru; Uruguay; Venezuela

REST OF WORLD Any Country not listed above

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The following is a list of commonly used acronyms and definitions.

Acronym Description

AGM Annual General Meeting

CEO Chief Executive Officer

EBITDA Earnings Before Interest Tax Depreciation and Amortisation

EGM Extraordinary General Meeting

EPS Earnings Per Share

FY Financial Year

KPI Key Performance Indicators - financial or other measures of a company’s performance

LTIP Long Term Incentive Plan - Equity based remuneration scheme which provides stock awards to recipients

NED Non-Executive Director

NEO Named Executive Officer - Used in the US to refer to the five highest paid executives

PLC Publicly Listed Company

PSP Performance Share Plan

ROCE Return on Capital Employed

SID Senior Independent Director

SOP Stock Option Plan - Scheme which grants stock options to recipients

TSR Total Shareholder Return - Stock price appreciation plus dividends

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For Private Circulation only

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Information is believed to be correct but cannot be guaranteed. Opinions and recommendations constitute our judgement as of this date and are subject to changewithout notice. The document is not intended as an offer, solicitation or advice to buy or sell securities. Clients of Pensions & Investment Research Consultants Ltd

may have a position or engage in transaction in any of the securities mentioned.

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