west yorkshire pension fund - wypf.org.uk · localiza rent a car sa 12-07-2017 egm no power of...

West Yorkshire Pension Fund


PROXY VOTING REVIEW

PERIOD 1st July 2017 to 30th September 2017

01-07-2017 to 30-09-2017 1 of 169


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 with rejected votes and reasons why . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51.4 Number of Votes by Region . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101.5 Votes Made in the Portfolio Per Resolution Category . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111.6 Votes Made in the UK Per Resolution Category . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121.7 Votes Made in the US Per Resolution Category . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131.8 Shareholder Votes Made in the US Per Resolution Category . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141.9 Votes Made in the EU Per Resolution Category . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151.10 Votes Made in the GL Per Resolution Category . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161.11 Geographic Breakdown of Meetings All Supported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171.12 List of all meetings voted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

2 Notable Oppose Vote Results With Analysis 25

3 Oppose/Abstain Votes With Analysis 44

4 Appendix 167

01-07-2017 to 30-09-2017 2 of 169


1 Resolution Analysis

• Number of resolutions voted: 1912 (note that it MAY include non-voting items).

• Number of resolutions supported by client: 1342

• Number of resolutions opposed by client: 458

• Number of resolutions abstained by client: 75

• Number of resolutions Non-voting: 19

• Number of resolutions Withheld by client: 9

• 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 110

EUROPE & GLOBAL EU 21

USA & CANADA 6

ASIA 22

AUSTRALIA & NEW ZEALAND 1

SOUTH AMERICA 8

TOTAL 168

01-07-2017 to 30-09-2017 3 of 169


1.2 Number of Resolutions by Vote Categories

Vote Categories Number of Resolutions

For 1342

Abstain 75

Oppose 458

Non-Voting 19

Not Supported 0

Withhold 9

US Frequency Vote on Pay 4

Withdrawn 1

TOTAL 1912

01-07-2017 to 30-09-2017 4 of 169


1.3 List of meetings with rejected votes and reasons why

Company Meeting Date Type Comment

ENGIE BRASIL ENERGIA SA 14-07-2016 EGM No POA

CIA SANEAMENTO BASICO ESTADO SAO PAULO 28-07-2016 EGM NO POA

ULTRAPAR PARTICIPACOES SA 03-08-2016 EGM No Power of Attorney

ECORODOVIAS INFRAESTRUTURA E LOGISTICA 12-09-2016 EGM No Power of Attorney

BONAVA AB 26-09-2016 EGM No POA

BANCO POPOLARE SCRL 14-10-2016 EGM ACCOUNT NOT REGISTERED 90 DAYS PRIOR TO THE MEETING

ECORODOVIAS INFRAESTRUTURA E LOGISTICA 13-10-2016 EGM No Power of Attorney on file

BR PROPERTIES SA 31-10-2016 EGM No Power of Attorney

MARFRIG GLOBAL FOODS S.A 07-11-2016 EGM No Power of Attorney

TELE2 AB 27-10-2016 EGM No Power of attorney

ESTACIO PARTICIPACOES 10-11-2016 EGM No Power of Attorney on file

BANCA POPOLARE EMILIA ROMAGNA 25-11-2016 EGM ACCOUNT NOT REGISTERED 90 DAYS PRIOR TO THE MEETING

CCR SA 29-11-2016 EGM No Power of Attorney

JBS SA 09-12-2016 EGM No Power of Attorney

VALID SOLUCOES E SERVICOS DE 09-12-2016 EGM No Power of Attorney

SWEDISH MATCH AB 16-12-2016 EGM No Power of Attorney

COMPANHIA SIDERURGICA NACIONAL 20-12-2016 EGM No Power of Attorney

IOCHPE MAXION SA 09-01-2017 EGM No Power of Attorney

ULTRAPAR PARTICIPACOES SA 23-01-2017 EGM No power of attorney

BANCO BILBAO VIZCAYA ARGENTARIA SA (BBVA) 16-03-2017 AGM No Power of Attorney

NORDEA BANK AB 16-03-2017 AGM No Power of attorney

MAPFRE 10-03-2017 AGM No Physical docoments received


NORDEA BANK AB 16-03-2017 AGM No power of attorney

HOLMEN AB 27-03-2017 AGM No power of attorney

SKANDINAVISKA ENSKILDA BANKEN (SEB) 28-03-2017 AGM No power of attorney

01-07-2017 to 30-09-2017 5 of 169


GETINGE AB 29-03-2017 AGM No Power of Attorney

ODONTOPREV SA 28-03-2017 AGM No Power of attorney

SWEDBANK AB 30-03-2017 AGM No powert of attorney

SKF AB 29-03-2017 AGM No Power of attorney

SVENSKA HANDELSBANKEN 29-03-2017 AGM No power of attorney

ERICSSON 29-03-2017 AGM No power of attorney

MARCOPOLO SA 30-03-2017 EGM No power of attorney

HUSQVARNA AB 04-04-2017 AGM No power of attorney

SKANSKA AB 04-04-2017 AGM No power of attorney

HOLMEN AB 27-03-2017 AGM No power of attorney

VOLVO AB 04-04-2017 AGM No power of attorney

ODONTOPREV SA 28-03-2017 AGM No power of attorney

ODONTOPREV SA 28-03-2017 AGM No power of attorney

BONAVA AB 04-04-2017 AGM No power of attorney

TELIA COMPANY AB 05-04-2017 AGM No power of attorney

SAAB AB 05-04-2017 AGM No power of attorney

NCC AB 05-04-2017 AGM No power of attorney

JYSKE BANK 02-06-2017 EGM No Power of Attorney

ENIRO AB 07-06-2017 AGM No Power of Attorney

SCA (SVENSKA CELLULOSA) AB 17-05-2017 EGM No Power of Attorney

OPUS GROUP AB 15-05-2017 AGM No Power of Attorney

MTG-MODERN TIMES GROUP AB 09-05-2017 AGM No Power of Attorney

TELE2 AB 09-05-2017 AGM No Power of Attorney


QLIRO GROUP AB 08-05-2017 AGM No Power of Attorney

KINNEVIK AB 08-05-2017 AGM No Power of Attorney

SWEDISH MATCH AB 04-05-2017 AGM No Power of Attorney

INVESTOR AB 03-05-2017 AGM No Power of Attorney

01-07-2017 to 30-09-2017 6 of 169


SANDVIK AB 27-04-2017 AGM No Power of Attorney

TRELLEBORG AB 27-04-2017 AGM No Power of Attorney

KINNEVIK AB 08-05-2017 AGM No Power of Attorney


ASSA ABLOY AB 26-04-2017 AGM No Power of Attorney

ATLAS COPCO AB 26-04-2017 AGM No Power of Attorney

ALFA LAVAL AB 26-04-2017 AGM No Power of Attorney

MARFRIG GLOBAL FOODS S.A 28-04-2017 AGM No Power of Attorney


JBS SA 28-04-2017 AGM No Power of Attorney

SWEDISH MATCH AB 04-05-2017 AGM No Power of Attorney

INVESTOR AB 03-05-2017 AGM No Power of Attorney

AMBEV SA COM 28-04-2017 AGM No Power of Attorney

AMBEV SA COM 28-04-2017 EGM No Power of Attorney

BR PROPERTIES SA 28-04-2017 AGM No Power of Attorney

CIA SANEAMENTO BASICO ESTADO SAO PAULO 28-04-2017 AGM No Power of Attorney

COMPANHIA SIDERURGICA NACIONAL 28-04-2017 EGM No Power of Attorney

COMPANHIA SIDERURGICA NACIONAL 28-04-2017 AGM No Power of Attorney

EZ TEC EMPREENDIMENTOS 28-04-2017 AGM No Power of Attorney

HEXAGON AB 02-05-2017 AGM No Power of Attorney

IOCHPE MAXION SA 28-04-2017 AGM No Power of Attorney

KROTON EDUCACIONAL SA 28-04-2017 EGM No Power of Attorney

KROTON EDUCACIONAL SA 28-04-2017 AGM No Power of Attorney

MILLS ESTRUTURAS E SERVICOS 27-04-2017 AGM No Power of Attorney

MILLS ESTRUTURAS E SERVICOS 27-04-2017 EGM No Power of Attorney

MULTIPLAN EMPREENDIMENTOS 28-04-2017 EGM No Power of Attorney

MULTIPLAN EMPREENDIMENTOS 28-04-2017 AGM No Power of Attorney

QUALICORP SA 28-04-2017 AGM No Power of Attorney

01-07-2017 to 30-09-2017 7 of 169




BRF - BRASIL FOODS SA 26-04-2017 EGM No Power of Attorney

BRF - BRASIL FOODS SA 26-04-2017 AGM No Power of Attorney

BANCO DO BRASIL 05-07-2017 EGM No Power of Attorney

BANCO DO BRASIL 27-04-2017 AGM No Power of Attorney

ECORODOVIAS INFRAESTRUTURA E LOGISTICA 26-04-2017 AGM No Power of Attorney



DORO AB 27-04-2017 AGM No Power of Attorney

HEXPOL AB 28-04-2017 AGM No Power of Attorney

LOCALIZA RENT A CAR SA 12-07-2017 EGM No Power of Attorney

LOCALIZA RENT A CAR SA 25-04-2017 AGM No Power of Attorney

SANDVIK AB 27-04-2017 AGM No Power of Attorney

ULTRAPAR PARTICIPACOES SA 19-04-2017 EGM No Power of Attorney

ULTRAPAR PARTICIPACOES SA 19-04-2017 AGM No Power of Attorney

ESTACIO PARTICIPACOES 19-04-2017 EGM No Power of Attorney

ESTACIO PARTICIPACOES 19-04-2017 AGM No Power of Attorney

LOJAS RENNER SA 19-04-2017 EGM No Power of Attorney

LOJAS RENNER SA 19-04-2017 AGM No Power of Attorney

HYPERMARCAS SA 19-04-2017 EGM No Power of Attorney

HYPERMARCAS SA 19-04-2017 AGM No Power of Attorney

ENGIE BRASIL ENERGIA SA 17-04-2017 AGM No Power of Attorney

STORA ENSO OYJ 27-04-2017 AGM No Power of Attorney

SSAB (SVENSKT STAL AB) 06-04-2017 AGM No Power of Attorney

NATURA COSMETICOS SA 11-04-2017 EGM No Power of Attorney

NATURA COSMETICOS SA 11-04-2017 AGM No Power of Attorney


01-07-2017 to 30-09-2017 8 of 169


CCR SA 11-04-2017 AGM No Power of Attorney

TELIA COMPANY AB 05-04-2017 AGM No Power of Attorney

SAAB AB 05-04-2017 AGM No Power of Attorney

NCC AB 05-04-2017 AGM No Power of Attorney

NATURA COSMETICOS SA 11-04-2017 EGM No Power of Attorney

NATURA COSMETICOS SA 11-04-2017 AGM No Power of Attorney



HUSQVARNA AB 04-04-2017 AGM No Power of Attorney

SKANSKA AB 04-04-2017 AGM No Power of Attorney

BONAVA AB 04-04-2017 AGM No Power of Attorney

TELIA COMPANY AB 05-04-2017 AGM No Power of Attorney

SWEDBANK AB 30-03-2017 AGM No Power of Attorney

SSAB (SVENSKT STAL AB) 06-04-2017 AGM No Power of Attorney

LOCALIZA RENT A CAR SA 12-07-2017 EGM No Power of Attorney

GETINGE AB 15-08-2017 EGM No Power of Attorney

GETINGE AB 15-08-2017 EGM No Power of Attorney

CIA SANEAMENTO BASICO ESTADO SAO PAULO 21-08-2017 EGM No Power of Attorney


ESTACIO PARTICIPACOES 31-08-2017 EGM No Power of Attorney




01-07-2017 to 30-09-2017 9 of 169


1.4 Number of Votes by Region

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

UK & BRITISH OVERSEAS 1097 63 311 1 0 0 1 1 1474

EUROPE & GLOBAL EU 115 8 63 18 0 0 0 0 204

USA & CANADA 40 1 15 0 0 9 0 3 68

ASIA 66 4 52 0 0 0 0 0 122

AUSTRALIA & NEW ZEALAND 3 0 2 0 0 0 0 0 5

SOUTH AMERICA 24 0 15 0 0 0 0 0 39

TOTAL 1345 76 458 19 0 9 1 4 1912

01-07-2017 to 30-09-2017 10 of 169


1.5 Votes Made in the Portfolio Per Resolution Category

Portfolio

For Abstain Oppose Non-Voting Not Supported Withheld Withdrawn

All Employee Schemes 7 0 3 0 0 0 0

Annual Reports 128 28 89 0 0 0 0

Articles of Association 20 1 2 0 0 0 0

Auditors 123 16 49 0 0 1 0

Corporate Actions 12 1 2 0 0 0 0

Corporate Donations 24 2 2 0 0 0 0

Debt & Loans 3 0 0 0 0 0 0

Directors 619 20 127 0 0 8 1

Dividend 87 1 1 0 0 0 0

Executive Pay Schemes 0 0 22 0 0 0 0

Miscellaneous 92 0 9 1 0 0 0

NED Fees 15 1 3 0 0 0 0

Non-Voting 0 0 0 18 0 0 0

Say on Pay 0 1 4 0 0 0 0

Share Capital Restructuring 5 0 1 0 0 0 0

Share Issue/Re-purchase 206 5 142 0 0 0 0

Shareholder Resolution 4 0 2 0 0 0 0

01-07-2017 to 30-09-2017 11 of 169


1.6 Votes Made in the UK Per Resolution Category

UK



Remuneration Reports 31 19 25 0 0 0 0

Remuneration Policy 6 3 34 0 0 0 0

Dividend 71 1 0 0 0 0 0

Directors 501 16 55 0 0 0 1

Approve Auditors 38 13 37 0 0 0 0

Share Issues 160 5 9 0 0 0 0

Share Repurchases 15 0 64 0 0 0 0


All-Employee Schemes 7 0 3 0 0 0 0

Political Donations 24 2 2 0 0 0 0


Mergers/Corporate Actions 8 0 2 0 0 0 0

Meeting Notification related 53 0 0 0 0 0 0

All Other Resolutions 105 1 50 1 0 0 0


01-07-2017 to 30-09-2017 12 of 169


1.7 Votes Made in the US Per Resolution Category

US/Global US & Canada





Auditors 2 0 3 0 0 1 0



Debt & Loans 0 0 0 0 0 0 0

Directors 26 0 4 0 0 8 0

Dividend 1 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



01-07-2017 to 30-09-2017 13 of 169


1.8 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

Employment Rights 0 1 0 0 0 0 0

Executive Compensation

Remuneration Issues 0 1 0 0 0 0 0

Corporate Governance

Other 0 1 0 0 0 0 0

01-07-2017 to 30-09-2017 14 of 169


1.9 Votes Made in the EU Per Resolution Category

EU & Global EU





Auditors 9 2 3 0 0 0 0



Debt & Loans 0 0 0 0 0 0 0

Directors 61 3 28 0 0 0 0

Dividend 8 0 0 0 0 0 0



NED Fees 1 0 2 0 0 0 0

Non-Voting 0 0 0 18 0 0 0

Say on Pay 0 0 0 0 0 0 0




01-07-2017 to 30-09-2017 15 of 169


1.10 Votes Made in the GL Per Resolution Category

Global





Auditors 1 1 6 0 0 0 0



Debt & Loans 2 0 0 0 0 0 0

Directors 31 1 40 0 0 0 0

Dividend 7 0 1 0 0 0 0



NED Fees 9 0 0 0 0 0 0

Non-Voting 0 0 0 0 0 0 0

Say on Pay 0 0 0 0 0 0 0




01-07-2017 to 30-09-2017 16 of 169


1.11 Geographic Breakdown of Meetings All Supported

SZ

Meetings All For AGM EGM

1 0 0 0

AS


22 6 0 6

UK


110 19 2 17

EU


21 3 0 3

SA


8 2 0 2

GL


0 0 0 0

JP


0 0 0 0

US


6 0 0 0

TOTAL


168 30 2 28

01-07-2017 to 30-09-2017 17 of 169


1.12 List of all meetings voted

Company Meeting Date Type Resolutions For Abstain Oppose

ALSTOM SA 04-07-2017 AGM 14 8 0 6

FORTHNET SA 05-07-2017 AGM 8 2 0 6

SAINSBURY (J) PLC 05-07-2017 AGM 21 16 1 4

BANCO DO BRASIL 05-07-2017 EGM 2 1 0 1

3I INFRASTRUCTURE PLC 06-07-2017 AGM 16 15 0 1

GREAT PORTLAND ESTATES PLC 06-07-2017 AGM 21 14 1 6

C&C GROUP PLC 06-07-2017 AGM 22 16 2 4

PENNON GROUP PLC 06-07-2017 AGM 19 15 0 4

AVEVA GROUP PLC 07-07-2017 AGM 19 11 1 7

LONDONMETRIC PROPERTY PLC 11-07-2017 AGM 21 16 1 4

JPMORGAN EUROPEAN SMALLER COMP TRUST PLC 11-07-2017 AGM 13 11 0 2

MARKS & SPENCER GROUP PLC 11-07-2017 AGM 24 21 1 2

SPEEDY HIRE PLC 12-07-2017 AGM 20 16 0 4

BT GROUP PLC 12-07-2017 AGM 23 19 1 3

LOCALIZA RENT A CAR SA 12-07-2017 EGM 3 2 0 1

NEX GROUP PLC 12-07-2017 AGM 20 15 1 4

THE BIOTECH GROWTH TRUST PLC 12-07-2017 AGM 14 13 0 1

TEMPLETON EMERGING MARKETS I.T. PLC 13-07-2017 AGM 16 14 1 1

BTG PLC 13-07-2017 AGM 18 15 2 1

BABCOCK INTERNATIONAL GROUP PLC 13-07-2017 AGM 22 18 0 4

LAND SECURITIES GROUP PLC 13-07-2017 AGM 20 17 0 3

BURBERRY GROUP PLC 13-07-2017 AGM 22 15 1 6

REDT ENERGY PLC 13-07-2017 AGM 6 5 1 0

JIANGXI COPPER CO LTD 14-07-2017 EGM 2 0 0 2

DCC PLC 14-07-2017 AGM 20 15 1 4

HICL INFRASTRUCTURE COMPANY LIMITED 17-07-2017 AGM 15 13 0 2

01-07-2017 to 30-09-2017 18 of 169


DP AIRCRAFT I LIMITED 17-07-2017 AGM 6 5 1 0

LIANHUA SUPERMARKET HOLDINGS 17-07-2017 EGM 2 2 0 0

MONTANARO UK SMALLER COMPANIES I.T. PLC 17-07-2017 AGM 15 14 0 1

ASSURA PLC 18-07-2017 AGM 14 9 2 3

BRITISH LAND COMPANY PLC 18-07-2017 AGM 21 18 0 3

DAIRY CREST GROUP PLC 18-07-2017 AGM 21 16 0 5

FIRSTGROUP PLC 18-07-2017 AGM 20 16 0 4

SCAPA GROUP PLC 18-07-2017 AGM 17 11 0 6

CONSTELLATION BRANDS, INC. 18-07-2017 AGM 14 9 1 3

INDITEX (INDUSTRIA DE DISENO TEXTIL) SA 18-07-2017 AGM 7 4 1 2

QINETIQ GROUP PLC 19-07-2017 AGM 22 18 0 4

RPC GROUP PLC 19-07-2017 AGM 18 11 1 6

SEVERN TRENT PLC 19-07-2017 AGM 20 16 1 3

SEQUOIA ECONOMIC INFRASTRUCTURE INCOME FUND 19-07-2017 AGM 8 8 0 0

BRITISH AMERICAN TOBACCO PLC 19-07-2017 EGM 1 1 0 0

BIFFA PLC 19-07-2017 AGM 17 12 0 5

PROSPECT JAPAN FUND LTD 19-07-2017 COURT 1 1 0 0

PROSPECT JAPAN FUND LTD 19-07-2017 EGM 3 3 0 0

EXPERIAN PLC 20-07-2017 AGM 20 14 2 4

ROYAL MAIL PLC 20-07-2017 AGM 18 14 0 4

SSE PLC 20-07-2017 AGM 18 14 1 3

HALMA PLC 20-07-2017 AGM 20 15 3 2

HURRICANE ENERGY PLC 21-07-2017 EGM 2 0 2 0

HOMESERVE PLC 21-07-2017 AGM 23 17 0 6

EMPIRIC STUDENT PROPERTY PLC 21-07-2017 EGM 3 3 0 0

VTECH HLDGS LTD 24-07-2017 AGM 9 5 0 4

CRANSWICK PLC 24-07-2017 AGM 16 12 0 4

MEDICLINIC INTERNATIONAL PLC 25-07-2017 AGM 22 17 2 3

01-07-2017 to 30-09-2017 19 of 169


SAFESTORE HOLDINGS PLC 25-07-2017 EGM 3 1 0 2

DS SMITH PLC 25-07-2017 EGM 1 1 0 0

INTERMEDIATE CAPITAL GROUP 25-07-2017 AGM 19 13 1 5

GB GROUP PLC 25-07-2017 AGM 13 7 1 5

TR PROPERTY INVESTMENT TRUST PLC 25-07-2017 AGM 13 13 0 0

GRAPHENE NANOCHEM PLC 26-07-2017 AGM 6 1 1 4

CHOW TAI FOOK JEWELLERY 26-07-2017 AGM 12 4 0 8

VERTU MOTORS PLC 26-07-2017 AGM 12 8 1 3

HOGG ROBINSON GROUP PLC 27-07-2017 AGM 12 9 0 3

TAT HONG HOLDINGS LTD 27-07-2017 EGM 1 1 0 0

MONTANARO EUROPEAN SMALLER C.TST PLC 27-07-2017 AGM 14 11 0 3

TAT HONG HOLDINGS LTD 27-07-2017 AGM 9 5 0 4

TATE & LYLE PLC 27-07-2017 AGM 22 16 1 5

TISCALI SPA 28-07-2017 EGM 1 1 0 0

B&M EUROPEAN VALUE RETAIL SA 28-07-2017 AGM 22 17 1 4

JOHNSON MATTHEY PLC 28-07-2017 AGM 23 17 1 5

MARLOWE PLC 28-07-2017 EGM 6 5 0 1

VODAFONE GROUP PLC 28-07-2017 AGM 23 18 1 4

UNITED UTILITIES GROUP PLC 28-07-2017 AGM 23 18 0 5

SKYWORTH DIGITAL HLDS LTD 28-07-2017 AGM 9 7 0 2

GLOBAL LOGISTIC PROPERTIES LTD 28-07-2017 AGM 11 9 1 1

SINGAPORE TELECOMMUNICATIONS 28-07-2017 AGM 10 7 0 3

NATIONAL GRID PLC 31-07-2017 AGM 23 17 3 3

VP PLC 01-08-2017 AGM 12 7 2 3

STERIS PLC 01-08-2017 AGM 18 4 2 10

ATLANTIA SPA 02-08-2017 EGM 2 1 0 1

RHI AG 04-08-2017 EGM 5 5 0 0

HORIZON DISCOVERY GROUP PLC 07-08-2017 EGM 2 2 0 0

01-07-2017 to 30-09-2017 20 of 169


SANSHENG HOLDINGS (GROUP) CO. LTD 08-08-2017 EGM 1 1 0 0

CHINA GAS HOLDINGS LTD 10-08-2017 AGM 16 6 0 10

TT ELECTRONICS PLC 10-08-2017 EGM 1 1 0 0

DXC TECHNOLOGY COMPANY 10-08-2017 AGM 14 9 0 4

GCL-POLY ENERGY HLDG LTD 11-08-2017 EGM 6 6 0 0

VEDANTA RESOURCES PLC 14-08-2017 AGM 19 13 1 5

GETINGE AB 15-08-2017 EGM 9 2 0 0

JOHN LAING ENVIRONMENTAL ASSETS GROUP LTD 16-08-2017 AGM 9 7 0 2

SEABIRD EXPLORATION LTD 17-08-2017 EGM 2 0 0 2

CIA SANEAMENTO BASICO ESTADO SAO PAULO 21-08-2017 EGM 3 2 0 1

BANK MANDIRI (PERSERO) TBK 21-08-2017 EGM 2 2 0 0

CO-OPERATIVE BANK PLC 21-08-2017 COURT 1 1 0 0

CO-OPERATIVE BANK PLC 21-08-2017 EGM 7 7 0 0

LUK FOOK HLDGS 23-08-2017 AGM 12 7 0 5

IOMART GROUP PLC 23-08-2017 AGM 11 5 2 4

KONINKLIJKE BAM GROEP NV 24-08-2017 EGM 4 1 0 0

CK ASSET HOLDINGS LIMITED 24-08-2017 EGM 2 2 0 0

CHINA MENGNIU DAIRY CO 28-08-2017 EGM 1 1 0 0

NOVAE GROUP PLC 29-08-2017 COURT 1 1 0 0

NOVAE GROUP PLC 29-08-2017 EGM 1 1 0 0

ULTRA ELECTRONICS HOLDINGS PLC 29-08-2017 EGM 1 1 0 0

STADA ARZNEIMITTEL AG 30-08-2017 AGM 6 2 0 3

MEXICHEM SAB DE CV 30-08-2017 EGM 2 2 0 0

BERENDSEN PLC 31-08-2017 COURT 1 1 0 0

BERENDSEN PLC 31-08-2017 EGM 1 1 0 0

ESTACIO PARTICIPACOES 31-08-2017 EGM 6 5 0 1

JBS SA 01-09-2017 EGM 5 3 0 2

MICRO FOCUS INTERNATIONAL PLC 04-09-2017 AGM 21 16 2 3

01-07-2017 to 30-09-2017 21 of 169


KONINKLIJKE (ROYAL) KPN NV 04-09-2017 EGM 3 1 0 0

DS SMITH PLC 05-09-2017 AGM 22 14 1 7

NOBLE GROUP LTD 05-09-2017 EGM 1 0 1 0

JUPITER GREEN INVESTMENT TRUST PLC 05-09-2017 AGM 13 12 0 1

SEVERFIELD PLC 06-09-2017 AGM 22 17 1 4

GOOD ENERGY GROUP PLC 06-09-2017 EGM 2 0 0 2

HUTCHISON TELECOM HONG KONG 07-09-2017 EGM 1 0 0 1

DART GROUP PLC 07-09-2017 AGM 10 6 0 4

CARCLO PLC 07-09-2017 AGM 17 10 2 5

DIXONS CARPHONE PLC 07-09-2017 AGM 20 15 1 4

SOPHOS GROUP PLC 07-09-2017 AGM 23 14 1 8

BCA MARKETPLACE PLC 07-09-2017 AGM 18 15 0 3

GREENE KING PLC 08-09-2017 AGM 18 13 2 3

AKZO NOBEL NV 08-09-2017 EGM 2 1 0 0

ASHTEAD GROUP PLC 12-09-2017 AGM 19 13 1 5

SUPERGROUP PLC 12-09-2017 AGM 19 14 1 4

MULBERRY GROUP PLC 12-09-2017 AGM 8 3 0 5

MEDICX FUND LTD 12-09-2017 EGM 1 1 0 0

VAN ELLE HOLDINGS PLC 12-09-2017 AGM 12 10 1 1

COMPAGNIE FINANCIERE RICHEMONT SA 13-09-2017 AGM 30 18 0 12

XAFINITY PLC 14-09-2017 AGM 18 12 0 6

MITON UK MICROCAP TRUST PLC 14-09-2017 AGM 13 12 1 0

CHINA UNICOM (HONG KONG) LTD 15-09-2017 EGM 1 0 0 1

DORIC NIMROD AIR TWO LIMITED 15-09-2017 AGM 6 5 0 1

DORIC NIMROD AIR THREE LIMITED 15-09-2017 AGM 6 5 0 1

DORIC NIMROD AIR ONE LIMITED 15-09-2017 AGM 6 5 0 1

GEELY AUTOMOBILE HLDGS LTD 18-09-2017 EGM 1 0 0 1

UTILICO EMERGING MARKETS LIMITED 18-09-2017 AGM 13 9 0 4

01-07-2017 to 30-09-2017 22 of 169


MERCIA TECHNOLOGIES PLC 18-09-2017 AGM 9 5 1 3

ALIMENTATION COUCHE-TARD INC 19-09-2017 AGM 15 8 0 7

MARLOWE PLC 19-09-2017 AGM 8 5 0 3

AGGREGATED MICRO POWER HOLDINGS PLC 19-09-2017 AGM 15 9 1 5

NORTHGATE PLC 19-09-2017 AGM 18 14 0 4

ALCENTRA EUROPEAN FLOATING RATE INCOME FUND 20-09-2017 AGM 11 10 1 0

DIAGEO PLC 20-09-2017 AGM 20 16 1 3

SINOPHARM GROUP CO 20-09-2017 EGM 17 7 1 9

WYG PLC 21-09-2017 AGM 10 8 0 2

NCC GROUP PLC 21-09-2017 EGM 1 0 1 0

AUTO TRADER GROUP PLC 21-09-2017 AGM 17 14 0 2

CAMBIUM GLOBAL TIMBERLAND 21-09-2017 AGM 5 4 0 1

SUNCORP GROUP LTD 21-09-2017 AGM 5 3 0 2

NIKE INC. 21-09-2017 AGM 8 3 0 4

RYANAIR HOLDINGS PLC 21-09-2017 AGM 19 4 0 15

NCC GROUP PLC 21-09-2017 AGM 18 14 1 3

ACCROL GROUP HOLDINGS PLC 22-09-2017 AGM 12 8 1 3

SEMAPA SGPS, S.A. 22-09-2017 EGM 2 2 0 0

FIBRA UNO ADMINISTRACION SA DE CV 25-09-2017 EGM 4 4 0 0

KROMEK GROUP PLC 26-09-2017 AGM 9 6 0 3

ORION CORP (SOUTH KOREA) 26-09-2017 EGM 1 0 1 0

RELX NV 26-09-2017 EGM 3 1 0 0

PRAXAIR INC. 27-09-2017 EGM 4 2 0 2

ENTERTAINMENT ONE LTD 27-09-2017 AGM 18 8 0 10

JOULES GROUP PLC 27-09-2017 AGM 17 11 0 6

LAND SECURITIES GROUP PLC 27-09-2017 EGM 6 4 0 2

SOHO CHINA LTD 27-09-2017 EGM 1 0 0 1

KROTON EDUCACIONAL SA 28-09-2017 EGM 14 5 0 9

01-07-2017 to 30-09-2017 23 of 169


TOMTOM NV 28-09-2017 EGM 3 0 1 0

AVEVA GROUP PLC 29-09-2017 EGM 6 6 0 0

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2 Notable Oppose Vote Results With Analysis

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

GREAT PORTLAND ESTATES PLC AGM - 06-07-2017

21. Meeting Notification-related ProposalProposal to call general meetings on 14 days notice. All companies should aim to provide at least 20 working days notice for general meetings in order togive shareholders sufficient time to consider what are often complex issues. However, as the proposed change is permissible by the Companies Act, support isrecommended.

Vote Cast: For Results: For: 88.2, Abstain: 0.0, Oppose/Withhold: 11.8,

AVEVA GROUP PLC AGM - 07-07-2017

2. Approve the Remuneration ReportDisclosure: The overall disclosure is considered acceptable. Future performance conditions and past targets for annual bonus are stated. Performance conditionsand targets for long term incentives are disclosed.Balance: The CEO’s variable pay for the year under review is less than 200% of salary which is deemed acceptable. Also, the changes in the CEO pay over the lastfive years are considered in line with the changes in the Company’s TSR performance. The ratio of CEO pay compared to average employee pay is also appropriate at8:1. However, there are some concerns over the former CEO termination arrangements. It is noted he is re-appointed as President in December 2016. On 1 January2017, he was appointed in the role of President and will continue to receive a salary of £31,250 per month until 31 December 2017, despite no longer serving on theBoard. As per the current rate, his salary is on the same range as the CEO, which is considered excessive. Subject to completing his Presidential role, he shall beawarded a pre-determined bonus equal in value to one-third of his calendar 2017 salary, or £125,000.Rating: AC

Vote Cast: Abstain Results: For: 73.1, Abstain: 1.5, Oppose/Withhold: 25.4,

3. Approve Remuneration PolicySome of the proposed changes to the policy are welcomed, such as the increase in shareholding requirements and the introduction of additional performance measuresunder the LTIP. However, the additional performance metrics are not appropriately linked to non- financial KPIs and do not operate interdependently. There are alsoconcerns that the reduction in maximum opportunity under the LTIP is accompanied with the introduction of a restricted share plan, which adds unnecessary complexityto the remuneration structure. If restricted share awards are implemented, it could be the opportunity to completely remove the LTIP. LTIPs are not considered an efficientmean of incentivising performance. It is noted that the value of the restricted share award is less than half of the amount which has been lost by the CEO on the LTIP(see information below for additional policy changes).The maximum potential opportunity under all incentive schemes is 235% of salary (410% in exceptional circumstance), which is considered excessive. The LTIP ismeasured over three years, which is not sufficiently long term. However, the additional two-year holding period is welcomed. There is no evidence that schemes areavailable to enable all employees to benefit from business success without subscription. It is noted that the Remuneration Committee can use upside discretion, inthe case of a ’good leaver’, to allow outstanding share incentives to vest in full or to waive performance conditions on takeover. Finally, the Company can also recruit

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executives with an excessive initial notice period of 24 months which reduces to one year after one year.Rating: ADD

Vote Cast: Oppose Results: For: 54.5, Abstain: 3.4, Oppose/Withhold: 42.1,

8. Re-elect Philip AikenChairman. Independent upon appointment. He is the Chairman of the nomination committee and no target has been set to increase the level of female representationon the Board, which is currently insufficient at 16.7%. He is also the Chairman of Balfour Beatty plc, another 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 Chairmanshould focus his attention onto the only one FTSE 350 Company. Based on these concerns, an oppose vote is recommended.


MARKS & SPENCER GROUP PLC AGM - 11-07-2017

21. Meeting Notification-related ProposalProposal to call general meetings on 14 days notice. All companies should aim to provide at least 20 working days notice for general meetings in order togive shareholders sufficient time to consider what are often complex issues. However, as the proposed change is permissible by the Companies Act, support isrecommended.


NEX GROUP PLC AGM - 12-07-2017

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


SPEEDY HIRE PLC AGM - 12-07-2017

18. Approve Political DonationsThe proposed authority is subject to an overall aggregate limit on political donations and expenditure of £50,000. The Company did not make any political donations orincur any political expenditure and has no intention either now or in the future of doing so. Within recommended limits.

01-07-2017 to 30-09-2017 26 of 169



BT GROUP PLC AGM - 12-07-2017

13. Re-elect Karen RichardsonIndependent Non-Executive Director.


14. Re-elect Nick RoseSenior Independent Director. Considered independent.


15. Re-elect Jasmine WhitbreadIndependent Non-Executive Director.


17. Appoint the AuditorsPwC proposed. Non-audit fees represented 26.45% of audit fees during the year under review and 38.34% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. The Company is conducting a tender of the external auditors, with a view to appointingnew auditors for the financial year 2018/19. PwC are not participating in the tender process therefore 2017/18 will be the last financial year for which PwC will holdoffice as the external auditors, which is welcomed. However, as the current auditor has been in place for more than ten years, and there have been major accountingirregularities in Italy, an oppose vote is recommended.


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. Support isrecommended.


01-07-2017 to 30-09-2017 27 of 169


BURBERRY GROUP PLC AGM - 13-07-2017

3. Approve the Remuneration ReportIt is noted that the disclosed variable pay of the former CEO, Mr Bailey, essentially relates to the vesting of the first tranche (77,084 shares, equivalent to approximately£1,392,000) of his exceptional award granted upon his appointment as CEO in 2014, as he waive his entitlement to an annual bonus. The second tranche and thirdtranches under this award are due to vest the next two years and amount respectively to 125,000 shares and 250,000 shares. This comes in addition to the vestingof 600,000 of the 1,000,000 shares he received under the 2013 exceptional award. 200,000 of these shares were due to vest last year but were deferred to July2017. Such payments are considered unacceptable, especially given that Mr Bailey will no longer hold the position of CEO. No clear performance conditions wereset with regard to this award which is not appropriate. It is considered that the poor performance of the Company under his management, leading Mr Bailey to waivehis 2016/17 bonus for instance, does not justify the vesting of such award. With regard to the 2013 exceptional award vesting, the Committee stated last year that itwould "again assess the extent to which vesting would be appropriate". The Company has not disclosed why it considered that the vesting of 600,000 shares wasnow appropriate this year, especially in light of the replacement of Mr Bailey as CEO. In addition, at 38:1, the ratio of CEO pay compared to average employee pay isconsidered inappropriate as it exceeds the acceptable level of 20:1. The CEO’s salary is above upper quartile of its peer group, and as such it is considered excessive.Finally, the face value of each of the outstanding share awards is not disclosed and the Company does not clearly state which of the awards lapsed during the year inthe summary table.Rating: CD.


BABCOCK INTERNATIONAL GROUP PLC AGM - 13-07-2017

19. Issue Shares with Pre-emption RightsThe authority is limited to 33.3% of the Company’s issued share capital and expires at the next AGM. Within acceptable limits.


FIRSTGROUP PLC AGM - 18-07-2017

19. Approve Political DonationsThe proposed authority is subject to an overall aggregate limit on political donations and expenditure of £100,000. 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. Within recommended limits.


3. Elect Richard AdamIndependent Non-Executive Director.


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CONSTELLATION BRANDS, INC. AGM - 18-07-2017

1.02. Re-elect Barry A. FrombergNon-Executive Director. Not considered independent owing to a tenure of over nine years. However, there is sufficient independent representation on the Board.


1.06. Re-elect Daniel J. McCarthyIndependent Non-Executive Director. At the 2016 meeting, Mr. McCarthy received an 18.84% vote against his re-election.


1.09. Re-elect Judy A. SchmelingIndependent Non-Executive Director.


1.05. Re-elect James A. Locke, IIILead Director. Not considered independent owing to a tenure of over nine years. However, there is sufficient independent representation on the Board.


BRITISH LAND COMPANY PLC AGM - 18-07-2017

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.


21. 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.


01-07-2017 to 30-09-2017 29 of 169


RPC GROUP PLC AGM - 19-07-2017

2. Approve the Remuneration ReportDisclosure: The overall disclosure is considered acceptable. Performance conditions and retrospective targets for the annual and LTIP are disclosed. All shareincentive awards are fully disclosed with award dates and prices.Balance: The changes in CEO pay over the last five years are not considered in line with the Company’s TSR performance over the same period. The CEO’s totalvariable in the year under review is considered excessive at 319% of salary. The ratio of CEO pay compared to average employee pay is also considered excessive at55:1.Rating: AD


QINETIQ GROUP PLC AGM - 19-07-2017

2. Approve Remuneration PolicyThe proposed changes to the policy include replacing the LTIP with a Deferred Share Plan (DSP). The removal of the LTIP is considered positive as these schemes arenot considered as an effective mean of incentivising performance. However, it is noted that the DSP operates independently of the annual bonus, although both havedeferral elements attached. This further adds unnecessary complexity to the annual bonus scheme, as it is subject to multiple awards under one incentive plan. Inaddition, both the Bonus Banking Plan and DSP are assessed using underlying operating profits as a performance measure, which inappropriately reward Executivestwice for similar performance. Furthermore, the DSP is subject to a performance underpin, but with limited disclosure provided on its features. Dividend equivalentsare also paid on vested shares under the DSP, contrary to best practiceWhilst it is appreciated that the overall maximum opportunity under all incentive schemes has been reduced from 425% to 325% of salary, it is still considered abovethe acceptable limit of 200% of salary (see below additional policy changes). There are also concerns over the company’s termination and takeover policies. It is notedthat the Remuneration Committee retains upside discretion not to pro-rate for time under incentive schemes in the event of cessation of employment and change ofcontrol. Such use of discretion is not supported.Rating: BDC


17. Approve 2017 Qinetiq Group PLC Incentive PlanThe Board seeks shareholders approval of the 2017 QinetiQ Group plc Incentive Plans, which will replace the current Bonus Banking Plan and Performance SharePlan. The Incentive Plan is made up of two elements. Element A is the renewal of the existing Bonus Banking Plan and Element B is the introduction of a DeferredShare Plan to replace the current Performance Share Plan. Under Element A, the Bonus Banking Plan, annual Company contributions will be earned based on thesatisfaction of performance conditions. Contributions will be made for three years, with payments made over four years. 50% of a participant’s bonus account willbe paid out annually for three years, with 100% of the residual value paid out at the end of year four. 50% of the unpaid balance of a participant’s bonus accountwill be at risk of annual forfeiture. Under Element B, the Deferred Share Plan (DSP), shares are earned based on the satisfaction of a pre-grant annual performanceassessment, and are subject to a three-year vesting period, during which the participant must remain employed by the Company, and a further two-year holding period.The maximum opportunity under the plan is limited to 125% of salary. The Deferred Share Plan based on the satisfaction of pre-grant annual performance assessment,which is subject to a three-year vesting period and a further two-year holding period. A minimum 50% of the unvested award will be at risk of forfeiture after three years.

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Malus and clawback arrangements are in place.It is noted the maximum overall opportunity under all incentive schemes decreased from 425% to 325% of salary, which is commendable. However, it is still consideredexcessive at more than 200% of salary. Although the removal of the LTIP is welcomed, there are concerns that both the Bonus Banking Plan and DSP are assessedusing underlying operating profits as a performance measure, which rewards Executives twice for similar performance contrary to best practice. In addition, dividendequivalents are paid on vested shares on the DSP, which is inappropriate. Finally, there is no disclosure on the features of the performance underpin under the DSPdue to commercial sensitivity. Based on these concerns, an oppose vote is recommended.


EXPERIAN PLC AGM - 20-07-2017

12. Re-elect George RoseSenior Independent Director. Considered independent.


7. Re-elect Roger DavisNon-Executive Director. Not considered independent owing to a tenure of over nine years. However, there is sufficient independent representation on the Board. It isnoted that the Company has announced that Roger Davis will step down at the 2018 AGM.


13. Re-elect Paul WalkerIndependent Non-Executive Director.


2. Approve the Remuneration ReportOverall disclosure is adequate. The increase in the CEO’s salary is in line with the rest of the Company. The changes in CEO pay over the last five years arecommensurate with the Company’s TSR performance. However, total variable pay for the CEO during the year under review represents more than 200% of salary,which is excessive. In addition, the ratio between the CEO pay and the average employee pay is not appropriate. The CEO’s salary is also above the upper quartile ofthe Company’s comparator group.Rating: AC.


3. Approve Remuneration PolicyThere is incomplete disclosure, as performance targets for the annual bonus are only revealed retrospectively. In addition, the target for the ROCE, which is theunderpin element to PSP performance measures, is not disclosed.

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Potential variable pay is excessive as it may amount to 800% salary, which is significantly higher than the recommended limit of 200% of salary. There are concernsover the significant weighting attached to the profit growth metric under the PSP, the CIP, the annual bonus and the duplicity of reward this implies. As a result, there isthe potential for directors to be rewarded three times for achieving the same outcomes. At three years the performance period for the PSP is not considered sufficientlylong term and no post-vesting holding period applies. In addition, the Company still offers matching share awards, which is contrary to best practice. The annual bonusis not subject to mandatory share deferral.With respect to contracts, upside discretion may be used when determining severance. Awards vesting is accelerated fully in the event of takeover, which is notsupported as it rewards directors for performance not obtained.Rating: ADD.


HALMA PLC AGM - 20-07-2017



CRANSWICK PLC AGM - 24-07-2017

5. Re-elect Mark BottomleyFinance Director. 12 months rolling contract.


6. Re-elect Jim BrisbyCommercial Director. 12 months rolling contract.


7. Re-elect Adam CouchChief Executive. 12 months rolling contract.


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8. Re-elect Martin DaveyExecutive Chairman. In the event of a takeover, termination provisions are in excess of one year’s salary and benefits. Also, given the role of the chair andnon-executives in holding the executive management accountable, the board chairman should be a separate role to that of an executive director, who has operationalresponsibilities. Finally, it is noted that he is the Chairman of the Nomination Committee and there is insufficient female representation on the Board (14.3%). No targethas been set to improve gender diversity at Board level. An oppose vote is recommended.


14. 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.


INTERMEDIATE CAPITAL GROUP AGM - 25-07-2017

2. Approve the Remuneration ReportThere are still important concerns over the level of disclosure in the remuneration report. Each element of variable pay for the Executive Directors are not clearlyexplained and separately categorised. Overall, there is a major lack of transparency regarding the amounts awarded under each incentive plan and the criteria used toassess performance. This level of discretion to award excessive payments is not supported.The variable pay of the CEO is considered highly excessive, at more than 16 times his salary. Finally, the changes in CEO total pay over the last five years are also notconsidered in line with Company’s TSR performance over the same period.Rating: DD.


3. Approve Remuneration PolicyThe proposed changes to the remuneration policy are positive but considered insufficient to support the proposal (see proposed changes below). While the introductionof a cap on variable pay is welcomed, it is still considered excessive. Best practice would be to use individual caps for each plan as percentage of salary. The currentoverall cap for the CEO is £6m which represent 16 times his current salary. Despite the reduction in the number of incentive plans, the use of three different incentiveschemes is still considered excessive. This replication of AAP on different schemes is not supported as it serves to reward directors twice for their contribution to thesame aspect of company performance. Finally, with regard to contracts, the discretion to make grants outside the policy limits on recruitment is not acceptable. Upontermination, there are concerns over the the discretion given to allow full payments of outstanding incentive schemes.Rating: BDC.


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SAFESTORE HOLDINGS PLC EGM - 25-07-2017

1. Approve Remuneration PolicyThe Remuneration Committee withdrew resolution 13 (Approve the Remuneration Policy) ahead of the AGM on 22 March 2017 due to major shareholder concernsregarding a highly geared and substantial quantum, and weak EPS targets. Consequently an Extraordinary General Meeting was called in order to address theconcerns raised by some shareholders regarding the previously proposed Policy. The proposed changes are fully disclosed in the supporting information below. Themain changes include (among other things): reduced quantum of LTIP awards to the Executive Directors to 2,000,000 shares for the CEO and 1,340,000 shares forthe CFO; increased threshold EPS target to 6% p.a. compound growth with maximum EPS target at 12% p.a.; and increased shareholding guidelines to 1,000% ofsalary for the CEO and 350% for the CFO.Despite the positive changes in strengthening the EPS target and increasing shareholding guidelines for Executive Directors, there remain some major concernsregarding the policy. In relation to performance targets, the TSR target is not considered adequately stretching, as maximum payout occurs at the upper quartilelevel, rather than the recommended upper quintile level. The proposed LTIP awards, despite having been reduced from the previous Policy, are still inappropriatelyexcessive, and a 20% reduction in the proposed amount is not sufficient. In relation to contracts, the maximum LTIP granted can be up to 500% of salary for newrecruits. In addition, the Company can offer a new Executive a notice period in excess of twelve months but reduce to twelve months over a specific period. Such aprovision is deemed unnecessarily generous and inappropriate. Furthermore, upside discretion may be exercised by the Company. The Remuneration Committee hasthe discretion to determine whether to time pro-rate annual bonus and LTIP awards for those deemed good leavers. On a change of control, the Committee has thediscretion to determine, in exceptional circumstances, whether to pro-rate the award for time served as an employee.Rating: ADD.


2. Approve the Safestore Long Term Incentive PlanThe Resolution 14 seeking the approval of the LTIP was withdrawn ahead of the AGM on 22 March 2017 over concerns regarding the quantum of LTIP awards toExecutive Directors. After engaging with major shareholder, the Company has called the EGM in order to address the concern regarding the LTIP and to put forward anew plan for shareholder approval.The proposed award of shares to the CEO and CFO is 2,000,000 and 1,340,000 respectively. The Company says that this reflects a premium to the aggregate of fiveyears of conventional performance share awards set by reference to the upper quartile range for companies in the FTSE 250 and FTSE 350 real estate sector. Inaddition, this reflects a reduction in total remuneration of 20% from the previous policy put forward to shareholders at the 2017 AGM The threshold level of the EPStarget has also been changed in order to make it more stretching, and is now 6% p.a. compound growth with maximum EPS target at 12% p.a.The strengthening of the EPS target is welcomed. However, there remain major concerns regarding the proposed LTIP. Despite the reduction in the proposed awardlevels to the CEO and CFO, the potential variable pay would still be inappropriately excessive. Furthermore, issues regarding the status of LTIP awards in the event oftermination and a change of control have not been addressed, as upside discretion may be used to disapply time pro-rating on awards.Ultimately, LTIPs are not considered an effective means of incentivising performance. These schemes are not considered to be properly long term and are subject tomanipulation due to their discretionary nature. Moreover, it is not considered that the concern regarding the quantum of LTIP awards has been appropriately dealt with.An oppose vote is therefore recommended.


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MEDICLINIC INTERNATIONAL PLC AGM - 25-07-2017

17. Approve Political DonationsThe proposed authority is subject to an overall aggregate limit on political donations and expenditure of £100,000. 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. Within recommended limits.


18. 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 inconnection with an offer by way of a rights issue. All directors are standing for annual re-election. This resolution is in line with normal market practice and expires atthe next AGM. Support is recommended.


MONTANARO EUROPEAN SMALLER C.TST PLC AGM - 27-07-2017

7. Re-elect R B M GrahamNon-Executive Director. Not considered independent as he has been on the Board for over nine years. There is insufficient independent representation on the Board.An oppose vote is recommended.


8. Re-elect R A Hammond-ChambersNon-Executive Director. Not considered independent as he has been on the Board for over nine years. There is insufficient independent representation on the Board.An oppose vote is recommended.


JOHNSON MATTHEY PLC AGM - 28-07-2017



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VODAFONE GROUP PLC AGM - 28-07-2017

16. Appoint the AuditorsPWC proposed. No non-audit fees were paid during the year under review and non-audit fees 12.12% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. However, PwC has acted as the Company’s Remuneration Consultant until theystepped down to be appointed Auditor of the Company. For a number of years, PwC has also provided the Group with a wide range of consulting and assuranceservices. This long association with the Company creates potential for conflicts of interests. An abstain vote is recommended.




NATIONAL GRID PLC AGM - 31-07-2017

8. Re-elect Nora Mead BrownellIndependent Non-Executive Director.


9. Re-elect Jonathan DawsonIndependent Non-Executive Director.


13. Re-elect Mark WilliamsonSenior Independent Director. Considered independent.


17. Approve the Remuneration ReportOverall disclosure is acceptable. Performance conditions and targets under the APP and the Long Term Performance Plan (LTPP) are disclosed adequately.The new CEO’s salary is below the upper quartile of a peer comparator group as it significantly decreased compared to its predecessor. His variable pay is consideredexcessive at 371% of salary (Annual Bonus: 92%, 2014 LTPP: 195%; 2013 LTPP: 84%). Awarded pay is also considered excessive considering that the LTPP wasawarded at 350% of salary. The ratio of CEO to average employee pay has been estimated and is found unacceptable at 25:1. Finally, the balance of CEO realised pay

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with financial performance is considered acceptable as the change in CEO total pay over five years is commensurate with the change in TSR over the same period.Rating: AC.


ATLANTIA SPA EGM - 02-08-2017

O.1. Approve New Long Term Incentive PlanThe Board proposes the approval of a supplementary incentive plan based on phantom stock options plan 2017. Under the supplementary plan the maximum amountof 7,500,000 Phantom Stocks will be granted at no cost to the Chairman, the CEO and other Executives of the Company and its subsidiaries. Performance targets arenot clearly disclosed and quantified, 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.


DXC TECHNOLOGY COMPANY AGM - 10-08-2017

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:CDD. Based on this rating, it is recommended that shareholders oppose.


5. Approval of the Material Terms of Performance Goals under 2017 Omnibus Incentive PlanThe Company has put forward a resolution requesting shareholders to approve the material terms of the performance goals under which compensation may be paidunder the DXC Technology Company 2017 Omnibus Incentive Plan.Plan Summary: The Incentive Plan permits the Company to grant options to purchase shares of common stock, stock appreciation rights ("SARs"), restricted stock,restricted stock units ("RSUs") and cash awards. Awards may be structured as performance awards subject to the attainment of one or more performance goals.Performance awards may be in the form of performance-based RSUs or PSUs, restricted stock, options, SARs or cash awards. All employees of DXC and itssubsidiaries are eligible for awards under the Incentive Plan. In addition, holders of employee equity awards granted under one or more HPE equity incentive plansand employee equity awards granted under one or more CSC equity incentive plans are eligible to participate in the Incentive Plan. The maximum number of shares ofcommon stock as to which awards may be granted under the Incentive Plan is 34,200,000 shares. Under the Incentive Plan, no employee may be granted, in any fiscalyear period: options or SARs that are exercisable for more than 1,000,000 shares of common stock; stock awards covering more than 1,000,000 shares of commonstock; or cash awards or RSUs that may be settled solely in cash having a value greater than $10,000,000. Spinoff Awards and CSC Rollover Awards are disregardedfor purposes of applying these limitations.The Incentive Plan will be administered by the Compensation Committee which has the power to interpret the Incentive Plan,

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establish rules for the administration of the Incentive Plan, select the persons who receive awards, determine the number of Shares subject to the awards, and establishthe terms and conditions of the awards.As performance conditions may be attached to awards at the Committee’s discretion, there are concerns that the Committee will have considerable flexibility in thepayout of discretionary awards and as a result awards may not be subject to robust enough performance targets, and be insufficiently challenging. Furthermore, theproposed individual limit is considered excessive. As a result an oppose vote is recommended.


1i. Elect Margaret C. WhitmanNon-Executive Director. Not considered independent as she serves as President and CEO of Hewlett Packard Enterprise Company, which Enterprise Services businessunit merged with CSC to create the Company in April 2017. However, there is sufficient independent representation on the Board.


MICRO FOCUS INTERNATIONAL PLC AGM - 04-09-2017

3. Approve Remuneration PolicySome of the major changes to the policy include the increase in shareholding requirements from 150% of salary to 200% of salary for all executive directors and theintroduction of a deferral opportunity under the annual bonus. It is also pleasing to see that some of shareholders concerns, such as to allow the Additional ShareGrants (ASG) to be pro-rated for time and performance upon change of change control, were taken into account under the proposed policy.However, there are some concerns over the excessiveness of the overall remuneration structure. The maximum potential opportunity under all incentive schemesamounts to 350% of salary (excluding the ASG awards), exceeding the recommended limit of 200% of salary. There are also important concerns over certain featuresof annual incentive schemes. It is noted that the LTIP is assessed over a three year performance period, which is not considered sufficiently long term. Moreover,there is no additional holding period attached to the LTIP, contrary to best practice. It is also noted that both the LTIP and annual bonus are measured utilising a singleperformance metric. Best practice would require using at least two performance measures that are appropriately linked to non-financial metrics. It is also noted that theCompany operates an Additional Share Grant (ASG) scheme with the sole objective to award Executives following the completion of any material acquisition. Theseone-off payments based on corporate transactions are not considered an appropriate means of incentivising management. Also, the maximum opportunity under thisscheme is not capped as percentage of salary which in turn creates room for excessive payouts. Furthermore, the ASG scheme adds unnecessary complexity to theoverall remuneration structure.Finally, some aspects of the Company’s recruitment and termination policies are not in line with best practice. The maximum aggregate value of incentives (excludingbuyouts) on appointment is equivalent to 500% salary, which is considered excessive. It is also noted that the Remuneration Committee retains absolute discretion todetermine full vesting of outstanding share incentives in the event of termination and change of control.Rating: ADC


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CARCLO PLC AGM - 07-09-2017

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.


DIXONS CARPHONE PLC AGM - 07-09-2017

2. Approve the Remuneration ReportDisclosure: The overall disclosure is considered acceptable. Performance conditions and targets for the annual bonus and LTIP have been disclosed. All shareincentive awards are fully disclosed with award dates and prices.Balance: The CEO’s total realised pay is not considered excessive as his sole reward was the annual bonus of 104% of salary. Awards made under the legacy SharePlan will vest in July 2017 (60%) and July 2018 (40%), subject to satisfaction of performance conditions. The first award under the LTIP 2016 was made during reviewperiod. However, each executive director received an award equivalents to 275% of salary, which is excessive. Also, the changes in CEO total pay over the pastfive years is not in line with changes in TSR performance over the same period. The ratio of CEO pay to average employee pay is considered inappropriate at 77:1.Furthermore, the CEO’s salary is considered above the upper quartile of a peer comparator group, which raise concern over the excessiveness of his salary.Rating: AD


10. Re-elect Jock LennoxIndependent Non-Executive Director.


SOPHOS GROUP PLC AGM - 07-09-2017

2. Approve the Remuneration ReportDisclosure: The financial targets for the Fiscal Year 2017 annual bonus are no longer considered commercially sensitive, and are disclosed in full, alongsideperformance against these targets. Performance conditions and targets for Long term incentives are also adequately disclosed. The improvements in disclosuresof short-term and long-term incentive targets are welcomed, as it demonstrates commitments to take into consideration shareholders’ concerns following significantopposition of the remuneration report at the 2016 Annual General Meeting (see additional information below).Balance: The changes in CEO total pay during the review period is considered in line with changes in TSR performance during the same period. The ratio of CEOpay compared to average employee pay is considered acceptable at 20:1. However, the CEO’s total variable pay in the year under review is equivalent to 232% ofsalary (Restricted Stock Units (RSU): 121% of salary; Annual Bonus: 111% of salary), which is excessive. Furthermore, it is noted that the CEO maximum opportunitygranted under the review period is also excessive at an aggregate of £2,457,000 or 353% of salary (PSU: 265% of salary; RSU: 88% of salary). It is considered thatthe Company should not use more than one incentive plan at the same time. Finally, the CEO’s salary is above the upper quartile range of a peer comparative group,

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which raises concern over the excessiveness of his salary.Rating: AD


GREENE KING PLC AGM - 08-09-2017

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


ASHTEAD GROUP PLC AGM - 12-09-2017

4. Re-elect Chris ColeIncumbent Chairman. Independent upon appointment. However, he is chairman of four other listed companies. This raises concerns about his external timecommitments, as the Chairman should be expected to commit a substantial proportion of his time to the role. An abstain vote is recommended.


RYANAIR HOLDINGS PLC AGM - 21-09-2017

2. Approve the Remuneration ReportIt is proposed to approve the remuneration policy with an advisory vote. Variable remuneration for the short-term incentives appears to be consistently capped, andthe payout is in line with best practice. However, the Company has not disclosed quantified targets or performance criteria for its variable remuneration component,especially for long-term incentives, which may lead to overpayment against underperformance. In addition, there are no claw back clauses in place over the entirety ofthe variable remuneration component, which makes is unlikely for shareholders to reclaim that variable remuneration unfairly paid out.In 2015 and 2016, the Company has received significant opposition to the remuneration report. The Company reports that it engaged with shareholders on corporategovernance issues and met most large shareholders during the past year to discuss remuneration policies. However, the content of such meetings is not fullyavailable, no specific follow-up steps have been disclosed by the Company, and the remuneration policy has remain de facto untouched. On these bases, oppositionis recommended.


3.A. Elect David BondermanNon-Executive Chairman. Not considered to be independent as he has been on the Board for more than nine years. In addition, he is a shareholder of the Companythrough Irish Air, L.P. There is insufficient independent representation on the board.

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NIKE INC. AGM - 21-09-2017

5. Shareholder Resolution: Political Contributions DisclosureProposed by: Mercy A. Rome, c/o Newground Social Investment.The Proponent requests that the Company provide a report, updated annually, that discloses NIKE’s: 1) Policies and procedures for making, with corporate funds orassets, direct or indirect contributions and expenditures to: (a) participate or intervene in any political campaign on behalf of (or in opposition to) any candidate forpublic office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum. 2) Monetary and non-monetary contributions andexpenditures (direct and indirect) used in the manner described in section 1 above, including: a. The identity of the recipient as well as the amount paid to each; andb. The title(s) of person(s) at NIKE responsible for decision-making.Proponent’s Supporting Argument: The Proponent argues that it favours transparency and accountability in corporate spending on political activities. Gaps inreporting keep shareholders in the dark and expose NIKE to reputational and business risks that could threaten shareholder value. NIKE’s current policy regardingpolitical spending has a number of significant gaps: (i) In 2011 NIKE pledged annual disclosures, but the 2013 and 2014 reports (the first released) reported onlyon Oregon, and the 2015 report only included California. NIKE’s disclosure policy is stated in a fashion that is the most convoluted and difficult to understand. Thelanguage seems to ensure that only one state per year will ever be reported on, and that NIKE will only report "direct" (not indirect) or "cash" (not in-kind) payments.This leaves quite a lot to be desired - and potentially significant amounts of shareholder dollars unaccounted for. (ii) The policy requires senior-executive approval ofcontributions only when amounts to a single entity are in excess of $100,000 - which creates significant gaps, too little oversight, and levels of risk that do not reflectappropriate Board stewardship or oversight. (iii) The policy ignores payments to third-party groups - whether trade associations or 501(c)(4) entities - which are themajor ‘dark money’ conduits by which corporate cash enters the political system.Board’s Opposing Argument: The Board of Directors recommends that shareholders vote AGAINST this shareholder proposal because: Its current policies andpublic disclosures already address many of the items requested by the proposal; In the Board’s judgement, more disclosure than the Company already provides wouldnot be in the best interests of shareholders; and In 2012, 2013, 2015 and 2016, virtually identical proposals were rejected by approximately 78%, 82%, 73% and 71%,respectively, of shares voted.PIRC Analysis:It is considered that the transparency and completeness of the Company’s reporting on political donations could be improved. Political donationscan arouse controversy and it is important that companies protect their reputation by open reporting. It is to the benefit of the Company and its shareholders to betransparent about political donations and so avoid any suspicion (and the damage that may cause to the Company’s reputation) that the Company may be usingshareholders’ funds in an inappropriate way to gain undue influence. The request for a report is considered reasonable and support is recommended.


ENTERTAINMENT ONE LTD AGM - 27-09-2017

2. Approve the Remuneration ReportThe CEO’s salary increased by 65% during the year, which is considered excessive in particular when compared to the 30% increase in average salary across theentire workforce. The CEO’s salary is in the upper quartile of its comparator group, above of its peers, which is also of concern. It is disclosed that payments of £0.5million were made to past directors during the year with no further explanations provided. It is not stated which directors received these payments. The changes in

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CEO pay over the last five years are not considered in line with the Company’s TSR performance. Also, the current maximum award opportunity for the CEO under allthe incentive schemes is above 200% of salary which is excessive.Rating: BD


3. Approve Remuneration PolicyThe proposed policy changes raise some concerns, in particular the increase in maximum opportunity under both LTIP and Annual Bonus (see supporting informationbelow). Total variable pay can now amount to up to 500% in exceptional circumstances. There is no annual bonus deferral contrary to best practice. The Group’s annualbonus uses one performance condition which is either Group adjusted profit before tax or Group underlying EBITDA. Best practice is for more than one performancecondition to be utilised. The LTIP has a three year performance period which is not considered sufficiently long term and no holding period beyond vesting is used.Performance conditions are not linked to non-financial KPIs and do not operate interdependently. Upon termination, the CEO is entitled to a a lump sum equal to24 months compensation and benefits. These provisions are considered excessive. It is noted that the Remuneration Committee retains the discretion to makepayments or awards which are outside the Policy to facilitate the recruitment of directors. Such recruitment award can be considered as potential Golden Hello and isunacceptable.Rating: AEE


7. Re-elect Linda RobinsonIndependent Non-Executive Director.


8. Re-elect Mark OpzoomerSenior Independent Director. Not considered independent as he has been on the Board for over nine years. It is considered that a Senior Independent Directorshould be independent, in order to fulfil the responsibilities assigned to that role. In addition, he is the Chairman of the Remuneration Committee and it is noted thatthe Remuneration report received significant opposition from shareholders at last year’s AGM. The Committee has not addressed shareholders concerns over theremuneration arrangements this year (see resolution 2 and 3). Therefore, an oppose vote is recommended.


13. Issue Shares with Pre-emption RightsThe authority is limited to 33.3% of the Company’s issued share capital and expires at the next AGM. Within acceptable limits.


15. 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 transactions if such situation arises. As this is not the case, an oppose vote is thereforerecommended.


17. Amend Existing Long Term Incentive PlanIt has been proposed to amend the existing long term incentive plan. Under the amendments, the opportunity for the LTIP has been proposed to increase to 200%in normal circumstances and 300% in exceptional circumstances. Together with the annual bonus, this is deemed excessive. On top, the LTIP has a three yearperformance period which is not considered sufficiently long term and no holding period is used. Performance conditions are not linked to non-financial KPIs and donot operate interdependently. Opposition is recommended.


18. Approve Special Equity Grant to Executive DirectorIt has been proposed to approve special equity grant to Mr. Throop, the CEO, which consists of a Nil-Cost Option over 3,000,000 Common Shares which will veston the third anniversary of the commencement date of Mr. Throop’s new remuneration package, which was effective from 1 April 2016. There are no performanceconditions applicable to the award. The CEO’s contract has been switched to five year fixed term contract, which is in appropriate. He is also entitled to 24 monthseverance pay on termination of his contract. This particular award, under "good leaver reasons", will vest on the date when it would have vested if he had not soceased to be an employee or Director of a Group company. The Board maintains discretion to decide that the award will vest early when he leaves. Such awards arenot considered an effective means of incentivising performance and are subject to manipulation due to their discretionary nature. Opposition is recommended.


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3 Oppose/Abstain Votes With Analysis

ALSTOM SA AGM - 04-07-2017

4. Approve Additional Pension Scheme Agreement with Henri Poupart-LafargeProposed retirement arrangement for Henri Poupart-Lafarge, 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.

Vote Cast: Oppose

5. Ratify Appointment of Sylvie Kande de Beaupy as DirectorNon-Executive Director. Not considered to be independent as she is Group Ethics & Compliance Officer of Airbus, where the French State, the major shareholder ofthe Company, is a significant shareholder. There is insufficient independent representation on the Board.

Vote Cast: Oppose

8. Approve Remuneration Policy of Henri Poupat-Lafarge, Chairman and CEOIt is proposed to approve the remuneration policy for the Chairman and CEO with a binding vote. Although variable remuneration appears to be consistently capped,there are excessiveness concerns as the total potential variable remuneration may exceed 200% of the salary. In addition, the Company has not fully disclosedquantified targets or performance criteria for its variable remuneration component. 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. At the 2016 AGM, shareholders opposed the remunerationof the then CEO Patrick Kron. The Company left the pay unchanged, which raises concerns over the governance of the remuneration at the Company. In addition,there do not seem to be claw back clauses in place over the entirety of the variable remuneration component, which makes it unlikely that shareholders will be able toreclaim any variable remuneration unfairly paid out. Opposition is recommended based on potentially excessive remuneration.

Vote Cast: Oppose

9. Non-Binding Vote on Compensation of Henri Poupat-LafargeIt is proposed to approve the remuneration paid or due to the Chairman and CEO with an advisory vote. The payout is in line with best practice, under 200% of thefixed salary. 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 iy unlikely thatshareholders will be able to reclaim any variable remuneration unfairly paid out. On these bases, opposition is recommended.

Vote Cast: Oppose

10. Authorise Share RepurchaseAuthority sought to allow the Board to repurchase and use capital stock within legal boundaries. The authority exceeds 5% of the share capital. As the Company has

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not duly provided an explanation regarding the rationale behind the proposal, opposition is recommended.

Vote Cast: Oppose

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 0.5% of share capital for employees of the Group’s subsidiaries, participating to saving plans. The maximum discount appliedwill be 20% on the market share price. It is considered that it is in the best interests of the company and its shareholders to provide employees with an opportunity tobenefit from business success and increase their share ownership. However, the amount of the authorisation in aggregate with resolution 12, exceeds guidelines (2%).Opposition is therefore recommended.

Vote Cast: Oppose

FORTHNET SA AGM - 05-07-2017

2. Discharge the Board and AuditorsIn this market, board 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.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

3. Appoint the AuditorsEY proposed. Fees paid to the auditors were not disclosed over the past three years, which is considered to be a serious reporting omission. The current auditor hasbeen in place for more than ten years. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

4. Appoint the Auditors for the Conduct of the Special Tax AuditEY proposed for the performance of the special tax audit and issue of the relevant tax certificate for the financial year 2017. It is welcomed that approval for non-auditfees is requested on a separate resolution. However, as neither the amount of such special tax audit, nor the audit fees for 2017 have been disclosed, it is impossibleto assess potential excessiveness. Opposition is recommended.

Vote Cast: Oppose

5. Approve Fees Payable to the Board of DirectorsIt is proposed to approve the paid fees for 2016 and to pre-approve the fees for 2017.The Company discloses all elements of remuneration for executives and non-executives. The payout is in line with best practice, under 200% of the fixed salary.

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However, the Company has not fully disclosed quantified targets against which the achievements and the corresponding variable remuneration has been calculated.For next year’s remuneration, variable remuneration appears to be consistently capped, and the payout is in line with best practice. However, the Company hasnot disclosed quantified targets for its variable remuneration component. Overall, lack of disclosure on targets and achievements may lead to overpayment againstunderperformance. Although a common practice in this market, it prevents an accurate assessment and may lead to overpayment against underperformance. Inaddition, there are no claw back clauses in place over the entirety of the variable remuneration component, which makes it unlikely for shareholders to reclaim thatvariable remuneration unfairly paid out. On these bases, opposition is recommended.

Vote Cast: Oppose

7. Granting of permission to the Executives and Members of the BoD to participate in the BoDs and to the Management of related CompaniesWith this resolution, the Board is seeking authority that Members of the Board of Directors and to other Executives of the Bank may participate in the Boards ofDirectors and/or in the Management of companies of the Bank’s Group, having similar purposes to those of the Company. This authority is not sought for definedappointments. As a consequence, if approved, this authority may lead to potential time commitment concerns. In addition, an excessive number positions withinthe same company may develop excessive familiarity and trust, which would eventually hinder an effective independent oversight by directors (while there is alreadyinsufficient independent representation on the Board). On these bases, opposition is recommended.

Vote Cast: Oppose

8. Transact Any Other BusinessThe Company has provided insufficient information prior to the meeting in order for shareholders to make an informed assessment. Opposition is recommended.

Vote Cast: Oppose

SAINSBURY (J) PLC AGM - 05-07-2017

2. Approve the Remuneration ReportDisclosure: The overall disclosure is considered acceptable. Future performance conditions and past targets for annual bonus are stated. All outstanding shareawards are fully disclosed with award dates and prices. However, dividend equivalents are not separately categorised.Balance: The changes in the CEO pay over the last five years are considered in line with the changes in Company’s TSR performance over the same period. TheCEO total variable for the year under review is considered acceptable at 122% of salary. However, total awards granted to the CEO represents 336.7% of his salary,which is considered excessive. In addition, the ratio of CEO pay compared to average employee pay is considered excessive at 76:1.Rating: AC


3. Approve Remuneration PolicySome of the proposed changes to the policy are welcomed, such as the the increase in shareholding requirements to 200% for Executives or the introduction of atwo-year holding period (see additional information below). However, concerns remain about the existing remuneration structure.The maximum potential awards under all the incentive schemes amounts to 500% of salary, which is excessive. There are also important concerns about certain

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features of the LTIP. The LTIP does not include any non-financial metrics and its performance conditions are not operating interdependently. Also, the three yearperformance period is not considered sufficiently long-term. No schemes are available to enable all employees to benefit from business success without subscription.Finally, there are some concerns over the Company’s termination policy as it states that the Remuneration Committee can use upside discretion, for a good leaver, todis-apply time pro-rata vesting on outstanding share incentives on cessation of employment.Rating: ADB


13. Re-elect David TylerChairman. Independent upon appointment. It is noted that he chairs the Board of another FTSE100 company, Hammerson 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 Chairmanshould focus his attention onto the only one FTSE 350 Company. He is the Chairman of the nomination committee and no target has been set to increase the levelof female representation on the Board, which is currently insufficient at 22.2%. The change in gender composition in the Board is explained by the departure of MaryHarris as a Non-Executive Director at the 2016 AGM. Based on these concerns, an oppose vote is recommended.




20. 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.


BANCO DO BRASIL EGM - 05-07-2017

2. Elect Eduardo Salloum as Alternate Fiscal Council MemberIt is proposed to appoint Eduardo Salloum as an alternate member of the Fiscal Council. In terms of good governance, it is considered that all of the candidates tothe Fiscal Board should be independent. He is not considered to be independent as he is Head of Cabinet at the Finance Ministry. The Brazilian State is the majorshareholder. On this basis, opposition is recommended.

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Vote Cast: Oppose

3I INFRASTRUCTURE PLC AGM - 06-07-2017

5. Re-elect Ian LobleyNon-Executive Director. Not considered independent as he is a 3i Group nominee. 3i Group plc wholly controls the Company’s investment adviser (3i Investments plc)and holds the controlling share percentage of the ordinary shares of the Company. It is considered that the Board should be entirely independent of the InvestmentAdviser. An oppose vote is therefore recommended.


GREAT PORTLAND ESTATES PLC AGM - 06-07-2017

3. Approve the Remuneration ReportOverall disclosure is adequate. The balance of CEO realized pay with financial performance is considered to be acceptable. Total variable pay for the year under reviewwas acceptable, and the ratio of CEO pay compared to average employee pay is acceptable, standing at 6:1. However, the increase in CEO salary is not in line withthe rest of the Company, as the CEO’s salary increased by 1.99%, while average employee pay fell by 32.35%, and the CEO’s salary is in the upper quartile of theCompany’s comparator group.Rating: AC.


4. Approve Remuneration PolicyOverall disclosure is adequate. Total potential variable pay is excessive, as it surpasses the recommended limit of 200% of salary, currently standing at 450% of salary.The Company uses three performance conditions for the LTIP, though a non-financial element has not been included. The performance period is not considered to besufficiently long-term, though a post-vesting holding period of two years has been introduced, which is welcomed. The annual bonus is not subject to share deferral. Inaddition, the performance measures for the annual bonus are not interdependent. The maximum limit for pension contributions and entitlements, despite the reduction,is still excessive. With regard to contracts, there is no evidence that upside discretion can not be used while determining severance.Rating: ADD.


7. Re-elect Martin SciclunaChairman. Not considered independent upon appointment as he was Chairman of the Company’s audit firm Deloitte LLP from 1995 to 2007. Mr Scicluna is BoardChairman of RSA Plc, another FTSE 350 listed company. This raises concerns about his external time commitments and effective representation of corporate cultures,as the Chairman should be expected to commit a substantial proportion of his time to the role. An oppose vote is therefore recommended.


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13. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 10.29% of audit fees during the year under review and 22.84% 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.


15. Amend the rules of The Great Portland Estates 2010 Long Term Incentive PlanIt is proposed to make the following amendments to the plan: increase the individual limit on the market value of shares subject to all awards which can be granted ina financial year from 200% to a maximum of 300% of annual basic salary; introduce a two year holding period to future LTIP awards; and extend the circumstances inwhich malus provisions can be applied to LTIP awards.There are some positive aspects to the proposed amendments, namely the introduction of a two year holding period, and the strengthening of malus provisions.However, the increase in the maximum opportunity is excessive and therefore unwelcomed. Ultimately, LTIPs are not considered to be an effective means ofincentivising performance. These schemes are not considered to be properly long term and are subject to manipulation due to their discretionary nature. An opposevote is recommended.


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


20. Authorise Share RepurchaseThe authority is limited to 14.32% 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.


C&C GROUP PLC AGM - 06-07-2017

6. Approve the Remuneration ReportIt is proposed to approve the remuneration policy with an advisory vote. Variable remuneration appears to be consistently capped, and the payout is in line with bestpractice. There are claw back clauses in place over the entirety of the variable remuneration, which is welcomed. However, the Company has not disclosed quantified

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targets or performance criteria for its variable remuneration component, which may lead to overpayment against underperformance. In addition, the RemunerationCommittee has discretion to vary the bonus pay-out should any formulaic output not reflect the Committee’s assessment of overall business performance, which raisesconcerns over potential discretion in the payout. On balance, abstention is recommended.

Vote Cast: Abstain

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

Vote Cast: Oppose

3.D. Re-elect Sir Brian StewartNon-Executive Chairman, not considered to be independent as he is a former Chairman and CEO of Scottish & Newcastle, where both the CEO and the FinanceDirector (Kenny Neison) previously served in executive positions. There is insufficient independent representation on the Board.

Vote Cast: Oppose

3.J. Re-elect Stewart GillilandIndependent Non-Executive Director.There are concerns over the director’s potential aggregate time commitments. Therefore, an abstain vote is recommended.

Vote Cast: Abstain

3.K. Re-elect Richard HolroydSenior Independent Director, not considered to be independent as he has been on the Board for more than nine years. There is insufficient independent representationon the Board.

Vote Cast: Oppose

3.L. Re-elect Breege O’DonoghueNon-Executive Director, not considered to be independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.

Vote Cast: Oppose

PENNON GROUP PLC AGM - 06-07-2017

4. Approve Remuneration PolicyOverall disclosure is adequate. Total potential variable pay is excessive after the proposed increase to the maximum opportunity of the LTIP to 150% of salary, resultingin potential variable pay of 250% of salary. Despite the increase in the shareholding guidelines for Executive Directors, it is still considered insufficient. There is more

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than one performance measure used for the LTIP, though no non-financial element is included. At three years, the performance period is not considered sufficientlylong term. However, the two year holding period for LTIP awards will be formalised, which is welcomed. The pension entitlements are not excessive for new ExecutiveDirectors, standing at 20% of salary. However, with regard to the entitlements of Executive Directors who were employed before April 2013, the figure is 30% of salary,which is considered excessive.Rating: ADB.


15. Approve the Pennon Group long-term incentive planIt is proposed that the Pennon Group Long-Term Incentive Plan is approved. The new plan introduces some elements which are welcomed, such as formalising the twoyear holding period. In addition, malus and clawback provisions apply. However, there remain some other concerns. The maximum opportunity has been increased to150% from the previous LTIP. As a result, total potential variable pay can be 250% of salary, which is excessive. Furthermore, no non-financial element is included inthe performance measures.Ultimately, LTIPs are not considered an effective means of incentivising performance. These schemes are not considered to be properly long term and are subject tomanipulation due to their discretionary nature. A vote in opposition is recommended.






AVEVA GROUP PLC AGM - 07-07-2017

2. Approve the Remuneration ReportDisclosure: The overall disclosure is considered acceptable. Future performance conditions and past targets for annual bonus are stated. Performance conditionsand targets for long term incentives are disclosed.Balance: The CEO’s variable pay for the year under review is less than 200% of salary which is deemed acceptable. Also, the changes in the CEO pay over the last

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five years are considered in line with the changes in the Company’s TSR performance. The ratio of CEO pay compared to average employee pay is also appropriate at8:1. However, there are some concerns over the former CEO termination arrangements. It is noted he is re-appointed as President in December 2016. On 1 January2017, he was appointed in the role of President and will continue to receive a salary of £31,250 per month until 31 December 2017, despite no longer serving on theBoard. As per the current rate, his salary is on the same range as the CEO, which is considered excessive. Subject to completing his Presidential role, he shall beawarded a pre-determined bonus equal in value to one-third of his calendar 2017 salary, or £125,000.Rating: AC


3. Approve Remuneration PolicySome of the proposed changes to the policy are welcomed, such as the increase in shareholding requirements and the introduction of additional performance measuresunder the LTIP. However, the additional performance metrics are not appropriately linked to non- financial KPIs and do not operate interdependently. There are alsoconcerns that the reduction in maximum opportunity under the LTIP is accompanied with the introduction of a restricted share plan, which adds unnecessary complexityto the remuneration structure. If restricted share awards are implemented, it could be the opportunity to completely remove the LTIP. LTIPs are not considered an efficientmean of incentivising performance. It is noted that the value of the restricted share award is less than half of the amount which has been lost by the CEO on the LTIP(see information below for additional policy changes).The maximum potential opportunity under all incentive schemes is 235% of salary (410% in exceptional circumstance), which is considered excessive. The LTIP ismeasured over three years, which is not sufficiently long term. However, the additional two-year holding period is welcomed. There is no evidence that schemes areavailable to enable all employees to benefit from business success without subscription. It is noted that the Remuneration Committee can use upside discretion, inthe case of a ’good leaver’, to allow outstanding share incentives to vest in full or to waive performance conditions on takeover. Finally, the Company can also recruitexecutives with an excessive initial notice period of 24 months which reduces to one year after one year.Rating: ADD


8. Re-elect Philip AikenChairman. Independent upon appointment. He is the Chairman of the nomination committee and no target has been set to increase the level of female representationon the Board, which is currently insufficient at 16.7%. He is also the Chairman of Balfour Beatty plc, another 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 Chairmanshould focus his attention onto the only one FTSE 350 Company. Based on these concerns, an oppose vote is recommended.


11. Appoint the AuditorsEY proposed. Non-audit fees represented 17.35% of audit fees during the year under review and 118.39% 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.


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17. Amend the AVEVA Group Long Term Incentive Plan 2014, the AVEVA Group Senior Employee Restricted Share Plan 2015 and the AVEVA Group ManagementBonus Deferred Share Scheme 2008The Board proposed that the rules of the AVEVA Group Long Term Incentive Plan 2014 (the "LTIP"), the AVEVA Group Senior Employee Restricted Share Plan 2015(the "RSP") and the AVEVA Group Management Bonus Deferred Share Scheme 2008 (the "BDSS") may be amended to: (i) provide for the early vesting of awardswhere an offer is made for shares by a person who has already obtained control of the Company; (ii) allow adjustments to be made to the number and/or exercise priceof awards, including in the event of a demerger, dividend, distribution or other similar event which affects the market price of shares; and, (iii) permit the payment of aDistribution Equivalent.Additional discretion to adjust the value of awards under these plans is not supported. Also, the payments of dividend equivalent on vested share awards are notsupported. The payments of dividend require subscription to the Company share capital, which is not case on these plans. Moreover, PIRC does not consider thatLTIPs are an effective means of incentivising performance. These schemes are not considered to be properly long term and are subject to manipulation due to theirdiscretionary nature. An oppose vote is therefore recommended.


18. Amendments to the rules of the AVEVA Group Senior Employee Restricted Share Plan 2015 to persons discharging managerial responsibilitiesIt is proposed that the rules of the AVEVA Group Senior Employee Restricted Share Plan 2015 (the "RSP") may be amended to allow RSP to be granted to personsdischarging managerial responsibilities (other than directors of the Company).Maximum potential award under the RSP is 35% of salary, which is less than half of the award lost under the LTIP. This is welcomed, knowing that the RSP awardsare not subject to performance conditions. However, significant concerns remain. The plan will be in addition to LTIP awards, which mainly adds complexity to theremuneration structure. If the company intends to implement Restricted awards, full removal of the LTIP would have been considered best practice. The maximumpotential award under all incentive schemes, including the RSP, is above 200% of salary, which is excessive, in particular when considering that the RSP award is noteven at risk. As the company is still using an LTIP in addition to the RSP and because the overall remuneration structure is considered excessive, awards to individualsunder this plan will not be supported. An oppose vote is recommended.


19. Amendments to the rules of the AVEVA Group Senior Employee Restricted Share Plan 2015 to directors of the CompanyThe Board seeks approval for the amendments to allow awards to be granted under the RSP to directors of the Company. In line with the recommendation on resolution18, an oppose vote is recommended.

Vote Cast: Oppose

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LONDONMETRIC PROPERTY PLC AGM - 11-07-2017

2. Approve Remuneration PolicyOverall disclosure is adequate. Total potential awards are excessive amounting to 365% of salary for the CEO and 305% of salary for other Executive Directors.The shareholding requirement for Executive Directors is considered to be adequate. There is more than one performance measure used for the LTIP, though nonon-financial element is included. At three years, the performance period is not considered sufficiently long term. However, a two year holding period for LTIP awardswill be introduced under the new Policy, which is welcomed. Upon termination of contract, the Company can exercise upside discretion to determine whether to pro-ratethe annual bonus to time, and also to determine whether to pro-rate the maximum number of shares awarded under the LTIP to the time from the date of grant to thedate of cessation, which is also the case with deferred share awards. The same level of discretion can be used in the event of a change of control. The flexibility to usesuch discretion is not welcome. In addition, the Committee can apply an exceptional limit for variable pay when recruiting.Rating: ACC.


3. Approve the Remuneration ReportOverall disclosure is satisfactory, though future targets for the annual bonus are not disclosed. The ratio of CEO pay compared to average employee pay is acceptable.However, The change in CEO total pay over the past five years is not commensurate with the Company’s TSR performance over the same period. Total variable payfor the year under review was excessive, amounting to approximately 343% of salary.Rating: BD.


6. Re-elect Patrick VaughanChairman. Not considered independent upon appointment as he is 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. He is chair of the Nomination Committee and the Company has not set any targets to improve the lack offemale representation on the Board, which is of concern as the Company is currently not in line with Lord Davies’ recommendations. An oppose vote is recommended




20. 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.


JPMORGAN EUROPEAN SMALLER COMP TRUST PLC AGM - 11-07-2017

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.A dividend was put forward for shareholder’s approval, which is welcomed.Administration and company secretarial duties are undertaken by JPMorgan Funds Limited, which is also the Investment Manager of the Company. 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. On this basis, oppositionis recommended.


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


MARKS & SPENCER GROUP PLC AGM - 11-07-2017

2. Approve the Remuneration ReportOverall disclosure is satisfactory. The change in the Chief Executive’s salary is in line with the change in average employee pay. The changes in CEO pay over last fiveyears are considered in line with the changes in Company’s TSR over the same period, and total variable pay for the year under review was not excessive. However,the ratio of CEO pay compared to average employee pay is not acceptable, and the Chief Executive’s salary is in the upper quartile of the Company’s comparatorgroup.Rating: BC.


3. Approve Remuneration PolicyTotal potential variable pay is excessive, with the annual bonus and PSP totalling 500% of salary. With regard to the Performance Share Plan there is no use ofa non-financial element as a performance measure, which is contrary to best practice. At three years, the performance period is not considered to be sufficientlylong-term. Pension contributions and entitlements are considered excessive even with the reduction in the maximum limit. With respect to contracts, upside discretion

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can be used by the Committee when determining severance payments as it may disapply time pro-rata vesting. Recruitment incentives are possible as the Committeehas discretion to include any other remuneration component or award which it feels is appropriate taking into account the specific circumstances of the individual. Boththe RSP and the ESOS can be used for this purpose.Rating: DDD.




SPEEDY HIRE PLC AGM - 12-07-2017

3. Approve Remuneration PolicyPotential variable pay can be excessive, as the overall limit is 250% of salary, and in exceptional circumstances it can be as high as 300% of salary. Schemes are notavailable to enable all employees to benefit from business success without subscription. The shareholding requirement for Executive Directors is not considered to beadequate. With regard to the annual bonus the deferral period is not adequate. Performance conditions do not run interdependently which is against best practice.Performance conditions for the Performance Share Plan (PSP) also do not run interdependently. Performance criteria for the PSP should also include a non-financialelement, which has not been the case for the Company. At three years, the performance period is not considered sufficiently long term. Another issue with the PSP isthat Directors are entitled to a dividend income which is accrued on share awards from the date of grant, once awards vest. Such a policy is not considered in line withshareholders best interests. Upside discretion may be used while determining severance and in the event of a change of control, as time pro-rating can be disapplied.The use of an exceptional limit for recruitment is contrary to best practice.Rating: DDD.


6. Re-elect Jan ÅstrandChairman. Independent upon appointment, though he became the Executive Chairman of the Company from 1 July 2015 to 30 September 2016. Whilst he has nowreverted back to a "Non-Executive" role, there are concerns that his history might compromise his ability as Chairman to facilitate board discussions and activitiesobjectively. He is also the Chairman of the Nomination Committee, and the Board lacks sufficient female representation and no statement has been made in the reportregarding the Company’s plans to address this imbalance, it is recommended shareholders oppose.


12. Appoint the AuditorsKPMG proposed. There were no non-audit fees during the year under review and non-audit fees on a three-year aggregate basis represented 50.00% of total fees

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paid to the auditor. This level of non-audit fees raises some concerns about the independence of the statutory auditor. 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.




BT GROUP PLC AGM - 12-07-2017

5. Re-elect Sir Michael RakeChairman. Independent upon appointment. He is also Chairman of Worldpay, another FTSE 100 company. It is considered that a chair cannot effectively representtwo 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 focus his attentiononto the only one FTSE 350 Company. However, it is noted that Sir Michael Rake will step down later in the year and will be replaced by Jan du Plessis with effect from1 November 2017. Given that this mitigate the above concern, an abstain vote is therefore recommended.


17. Appoint the AuditorsPwC proposed. Non-audit fees represented 26.45% of audit fees during the year under review and 38.34% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor. The Company is conducting a tender of the external auditors, with a view to appointingnew auditors for the financial year 2018/19. PwC are not participating in the tender process therefore 2017/18 will be the last financial year for which PwC will holdoffice as the external auditors, which is welcomed. However, as the current auditor has been in place for more than ten years, and there have been major accountingirregularities in Italy, an oppose vote is recommended.




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3. Approve Remuneration PolicyThere are no material changes to the existing policy.However, concerns remain about the existing remuneration structure.The maximum potential opportunity under all incentive schemes is considered excessive at 640% of salary. There are also important concerns about certain featuresof the LTIP. The LTIP does not include any non-financial metrics and its performance conditions are not operating interdependently. Also, the three year performanceperiod is not considered sufficiently long-term. The two-year post vesting period is however welcomed. Dividend equivalents are also paid on vested share incentives,which is not supported. Also, the Company has a shareholding guideline in place, which is welcomed. However, there is no time limit for Executive Directors to reachthe shareholding requirements. Finally, there are some concerns over the Company’s recruitment and termination policies. It is noted there is an exceptional limit underthe LTIP for the recruitment of Executive Directors, which is equivalent to 500% of salary, instead of the 400% of salary in normal circumstances. This is consideredinappropriate. On termination, the committee may choose to dis-apply performance conditions or time pro-rating to awards vesting, contrary to best practiceRating: ADC


LOCALIZA RENT A CAR SA EGM - 12-07-2017

1. Approve New Executive Share Option Scheme/PlanIt is proposed to approve three new LTIPs: the fourth Option Plan, the first Share Matching Plan and the first Deferred Shares Plan.Under the plans, the CEO and other executives will be awarded options to receive shares (under the option plan), or will receive one share for each share they invest,or will receive rights to receive shares which will vest at a later time. The vesting for the option plan and the share-matching plan will start after one year from theallocation, while it will be after three years for the deferred shares plan. In any case, none of them is considered to be sufficiently long term. At this time, it seems thatthis plan will not be based on any performance criteria but only on the beneficiaries continued employment. As a result, they may receive bonuses unrelated to theirperformance 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

NEX GROUP PLC AGM - 12-07-2017

13. Approve the Remuneration ReportDisclosure: The overall disclosure is considered acceptable. All share incentive schemes are adequately disclosed, including performance conditions, retrospectivetargets, share prices and dates of award. Dividend equivalents are separately categorised, which is welcomed.Balance: The changes in the CEO pay over the last five years are considered in line with the changes in the Company’s TSR performance. The ratio of CEO paycompared to average employee pay is also appropriate at 19:1. However, the CEO’s variable pay for the year under review amounts to 233% of salary, which isconsidered excessive. Similarly, the total awards granted to the CEO exceeds the threshold limit of 200% of salary. In addition, the CEO salary is considered above

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the upper quartile range of a peer comparator, which raises concerns over the excessiveness of his salary.Rating: AC


14. Approve Remuneration PolicyThe proposed changes to the policy remain broadly unchanged, with the exception of an amendment to limit the committee’s discretion in respect of the recruitment ofa new executive director and to extend the malus and clawback provisions on share awards from five years to seven years, which are all welcomed. However, concernsremain about the existing remuneration structure.The maximum potential awards under all the incentive schemes is equivalent 600% of salary, which is highly excessive. There are also important concerns aboutcertain features of the LTIP. The LTIP does not include any non-financial metrics and its performance conditions are not operating interdependently. Also, the threeyear performance period is not considered sufficiently long-term. The introduction of a two-year holding period is however welcomed. Dividend equivalents are paidon vested share incentives, which is not appropriate. Finally, in the event of a change of control, the Remuneration Committee retains discretion to waive performanceconditions and time pro-rata on vested share incentives, contrary to best practice.Rating: ADC


16. Approve Political DonationsAlthough the aggregate limit sought is within acceptable limits, the company has made donations, which are deemed to be political during the year. The Group madepolitical donations of £25,000 to support candidates for election to public office. This raises concerns about the potential donation which could be made by the Companyunder this authority.

Vote Cast: Oppose





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THE BIOTECH GROWTH TRUST PLC AGM - 12-07-2017

6. Re-elect Sven BorhoNon-Executive Director. Not considered independent as he is a Founding General Partner of OrbiMed, the Company’s Portfolio Manager. A director with significantlinks to the manager cannot be supported on the Board. An oppose vote is therefore recommended.


TEMPLETON EMERGING MARKETS I.T. PLC AGM - 13-07-2017

10. Re-elect Gregory E JohnsonNon-Executive Director. Not considered to be independent as he is President and Chief Executive Officer of Franklin Resources, Inc., the parent company of theInvestment Manager. It is not considered appropriate for representatives of the Investment Manager to serve on the Board.


11. Appoint the AuditorsDeloitte LLP proposed. Non-audit fees represented 0.00% of audit fees during the year under review and 11.56% on a three-year aggregate basis. This level ofnon-audit fees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. Thereare concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.


BTG PLC AGM - 13-07-2017

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


12. Appoint the AuditorsKPMG proposed. Non-audit fees represented 2.02% of audit fees during the year under review and 2.24% 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. However, the Company announced that a new audit firm will be appointedat next year’s AGM, which is welcomed. This partially mitigates the concerns over the tenure of the existing auditor and therefore an abstain vote is recommended.

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2. Approve the Remuneration ReportDisclosure: All elements of each director’s remuneration are disclosed. All share incentive awards are fully disclosed with award dates and prices. Future performanceconditions for annual bonus are not statedBalance: The changes in the CEO pay over the last five years are considered in line with the Company’s TSR performance over the same period. The ratio of CEOpay compared to average employee pay is considered appropriate at 13:1. However, the CEO’s variable pay for the year under review is considered excessive at morethan 400% of salary.Rating: AC.


BABCOCK INTERNATIONAL GROUP PLC AGM - 13-07-2017

3. Approve Remuneration PolicyThe main changes to the 2017 Remuneration Policy are as follows: removing the matching element of the DBMP, introducing a two-year holding period on any sharesvesting under the PSP, removing CSOP options, ensuring that clawback and malus provisions apply on a consistent basis for all incentive awards and removing thediscretion for the Committee to waive time pro-rating on any incentive awards for Executive Directors who are ‘good leavers’. While these policy changes are welcomed,they are considered insufficient to support the proposed remuneration policy.Remuneration policy is adequately disclosed in line with company objectives and pay elsewhere in the company is considered while determining executive pay. Inaddition, the Company now formally presents a summary of its policy for remuneration arrangements for Executive Directors to the Babcock Employee Forum. Maximumpotential award under all incentive schemes for the CEO is considered excessive as it can amount to 350% of his salary, which is above the acceptable threshold of200% of salary. Annual bonus is deferred into shares, which is supported. However the deferral amount of 40% is not considered sufficient. Long-term incentives arebased on TSR, EPS and ROCE. While multiple metrics are welcome, these performance conditions are used independently of each other. Further, a two year holdingperiod precedes the vesting of equity which is considered best practice. The shareholding requirements are also considered insufficient.The upside discretion given to the Remuneration Committee to disapply time pro-rating or remove performance condition on outstanding incentive share awards in caseof termination upon a change of control is not supported. Also, the contractual arrangements of Bill Tame are not in line with the normal policy which is not acceptable.Rating: ADB


5. Re-elect Mike TurnerChairman. Independent upon appointment He is the Chairman of the nomination committee and no target has been set to increase the level of female representationon the Board, which is currently insufficient at 18.2%. He is also Chairman of Gkn Plc, a FTSE 100 company. It is considered that a chair cannot effectively representtwo 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 focus his attentiononto the only one FTSE 350 Company. An oppose vote is recommended.


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16. Appoint the AuditorsPwC proposed. Non-audit fees represented 19.70% of audit fees on a three-year aggregate basis. This level of non-audit fees does not raise serious concerns aboutthe independence 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 auditfirm can compromise the independence of the auditor.




LAND SECURITIES GROUP PLC AGM - 13-07-2017

2. Approve the Remuneration ReportDisclosure:The overall disclosure is considered acceptable. Future performance conditions and past targets for annual bonus are stated. Performance conditions and targets forlong term incentives are disclosed.Balance: The CEO’s variable pay for the year under review is more than 200% of salary, which is deemed excessive. The changes in the CEO pay over the last fiveyears are not considered in line with the changes in the Company’s TSR performance. The CEO’s salary is above upper quartile in PIRC’s comparator group, whichraises concern over the excessiveness of his salary. Finally, the use of Total Property Return (TPR) as a performance measure for both the bonus and LTIP is contraryto best practice.Rating: AD





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BURBERRY GROUP PLC AGM - 13-07-2017

2. Approve Remuneration PolicyKey changes to the policy are as follows: reduction of maximum level of award under annual bonus and plan and the under ESP, reduction in the level of vesting forthreshold performance under the ESP, reduction in the maximum annual salary increase, reduction of maximum relocation benefits, reduction of pension contributionsand removal of the ability to award sign on bonus or share awards. While these reductions are welcome, there are general concerns over the policy excessiveness.The Executive Directors’ total potential awards under all incentive schemes are considered to be excessive as they may amount to 525% of base salary. Annualbonus will be determined by a sole performance measure, which is not supported. The Company will operate one long term incentive scheme, the ESP. Awards underthe ESP are subject to three different performance criteria. These performance conditions do not run interdependently, which is against best practice. Performanceconditions should also include a non-financial element, which has not been the case for the Company. ESP awards may vest 50% after three years and 50% after fouryears (from date of grant). No ESP shares may be sold except to cover any tax liabilities arising out of the award until five years from the date of grant. Directors areentitled to a dividend income which is accrued on vesting shares. This policy is not considered in line with shareholders best interests. Disclosure on shareholdingrequirements is not considered adequate as there is no specific timeline in which shareholding guidelines must be achieved.Regarding contracts, the Company has a separate agreement with Christopher Bailey, the former CEO and current Executive Director and Chief Creative Officer.Under this agreement, Mr Bailey would be automatically entitled to receive his annual bonus upon termination of his contract (subject to achievement of performanceconditions and pro-rating), in addition to his salary and benefits for the notice period. It is also noted that he is eligible to receive a cash allowance of £440,000 peryear, which was agreed at the time of his appointment as CEO. Such arrangements are not acceptable.Rating: BEC


3. Approve the Remuneration ReportIt is noted that the disclosed variable pay of the former CEO, Mr Bailey, essentially relates to the vesting of the first tranche (77,084 shares, equivalent to approximately£1,392,000) of his exceptional award granted upon his appointment as CEO in 2014, as he waive his entitlement to an annual bonus. The second tranche and thirdtranches under this award are due to vest the next two years and amount respectively to 125,000 shares and 250,000 shares. This comes in addition to the vestingof 600,000 of the 1,000,000 shares he received under the 2013 exceptional award. 200,000 of these shares were due to vest last year but were deferred to July2017. Such payments are considered unacceptable, especially given that Mr Bailey will no longer hold the position of CEO. No clear performance conditions wereset with regard to this award which is not appropriate. It is considered that the poor performance of the Company under his management, leading Mr Bailey to waivehis 2016/17 bonus for instance, does not justify the vesting of such award. With regard to the 2013 exceptional award vesting, the Committee stated last year that itwould "again assess the extent to which vesting would be appropriate". The Company has not disclosed why it considered that the vesting of 600,000 shares wasnow appropriate this year, especially in light of the replacement of Mr Bailey as CEO. In addition, at 38:1, the ratio of CEO pay compared to average employee pay isconsidered inappropriate as it exceeds the acceptable level of 20:1. The CEO’s salary is above upper quartile of its peer group, and as such it is considered excessive.Finally, the face value of each of the outstanding share awards is not disclosed and the Company does not clearly state which of the awards lapsed during the year in

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the summary table.Rating: CD.


7. Re-elect Philip BowmanNon-Executive Director. Not considered independent as he has been on the Board for over nine years. While there is insufficient independence on the Board, theCompany announced that he will step down from the board on the 31 October 2017. An abstain vote is therefore recommended.


8. Re-elect Ian CarterNon-Executive Director. Not considered independent as he has been on the Board for over nine years. There is insufficient independent representation on the Board.


10. Re-elect Stephanie GeorgeNon-Executive Director. Not considered independent as she has been on the Board for over nine years. There is insufficient independent representation on the Board.


16. Appoint the AuditorsPwC LLP proposed. Non-audit fees represented 18.18% of audit fees during the year under review and 19.05% on a three-year aggregate basis. This level ofnon-audit fees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. Thereare concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.




REDT ENERGY PLC AGM - 13-07-2017

1. Receive the Annual ReportThe Remuneration report was submitted to shareholder’s approval which is welcomed. However, relevant, up-to-date, and quantified environmental policies and

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reporting are not in place. Moreover, the Company failed to disclose the proportion of women on the Board, in Executive Management positions and within the wholeorganisation. An abstain vote is therefore recommended.

Vote Cast: Abstain

JIANGXI COPPER CO LTD EGM - 14-07-2017

1. Approve Validity Period of Resolution in Relation to the Proposed IssuanceIt has been proposed to extend the validity period of the authority in relation to the issuance of A shares and H shares originally approved at the 2016 EGM and ClassMeeting. The authority in relation to the issuance of, both, A shares and H shares shall be valid for 12 months from the date of passing of the resolution. JCC whichhas interest in 40.53% of the total issued shares of the Company shall subscribe all of the new H shares. Existing A Shareholders may submit a letter of intent tosubscribe for new A shares but they will not have preferential right or priority over other investors to subscribe for the A shares under the A share Issue. The originalauthority granted at the 2016 EGM and Class meeting was limited to 23.80% of the share capital, which is considered overly dilutive. Opposition is thus recommended.

Vote Cast: Oppose

2. Authorise Board to Complete Matters Relating to the Share IssuanceApproval is sought to authorise the Board to complete matters relating to the share issue. In line with the vote recommendation provided for Resolution 1, a voteagainst the proposal is recommended.

Vote Cast: Oppose

DCC PLC AGM - 14-07-2017

3. Approve the Remuneration ReportDisclosure: The overall disclosure is considered acceptable. Future performance conditions and past targets for annual bonus are stated. Performance conditionsand targets for long term incentives are disclosed. However, dividend equivalents are not separately categorised.Balance: The changes in CEO total pay over the last five years are considered in line with the changes in Company’s TSR performance over the same period.However, the ratio of CEO pay compared to average employee pay is considered inappropriate at 53:1. The CEO’s variable pay for the year under review is consideredexcessive at 486% of salary.Rating: AC


4. Approve Remuneration PolicyChanges to the policy include: a defined contribution pension arrangement of between 15% to 25% of salary and a minor technical change to the DCC plc Long TermIncentive Plan 2009 (‘LTIP’) to allow the Board to make awards in respect of a financial year, rather than a rolling 12 month period. It is noted that the existing pensionentitlements of 15% of salary for current Executives is not considered excessive. However, there are concerns over the existing remuneration structure.

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The maximum potential awards under all the incentive schemes are equivalent 400% of salary, which is excessive. There are also important concerns about certainfeatures of the LTIP. However, the LTIP does not include any non-financial metrics and its performance conditions are not operating interdependently. Accrued dividendsare paid on vested share incentives, which is not appropriate.It is noted that the Remuneration Committee can use upside discretion to allow the full vesting of outstanding share awards, which is not appropriate. A one-offrestricted retirement stock arrangement has been put in place for the current CFO, which is equivalent to an award of DCC shares with a value of £575,000. Suchcompensatory payment for forgone defined pension benefits is not supported, as it allows severance payments in excess of in lieu of notice period. Finally, no mitigationstatement has been made in the case of termination.Rating: ADC






12. Amend the rules of the DCC plc Long Term Incentive Plan 2009Approval is sought to amend Rule 4.4 of the Rules of the DCC plc Long Term Incentive Plan 2009 (‘LTIP’) with the following wording: No Eligible Employee may begranted Awards in any Accounting Period over Shares whose aggregate Market Value (taking the Market Value of each Award on its Award Date), exceeds 200% ofthe annual rate of his basic salary at the time of the latest such Award.It is noted that the maximum limit of 200% of salary is considered excessive, given that the overall maximum opportunity under all incentive schemes (including annualbonus) reaches 400% of salary. Moreover, there are concerns that the LTIP is not appropriately linked to non-financial KPIs and its performance conditions do notoperate interdependently. Also, the payments of dividend equivalent on vested share awards are not supported. The payments of dividend require subscription to theCompany share capital, which is not case on this plan. Finally, PIRC does not consider that LTIPs are an effective means of incentivising performance. These schemesare not considered to be properly long term and are subject to manipulation due to their discretionary nature. An oppose vote is therefore recommended.


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HICL INFRASTRUCTURE COMPANY LIMITED AGM - 17-07-2017

8. Approve the Remuneration ReportShareholders are being asked to approve the Company’s annual report on remuneration. Disclosure of figures and policy is adequate. A total aggregate fee of £393,334was paid to the Directors for the year under review. A 5% increase for Directors and a 7% increase in aggregate fees for the Chairman are proposed for 2017/2018,which is acceptable. Directors’ remuneration does not comprise any performance-related element, which is welcomed.In February 2017, the Company published a Prospectus as part of an equity capital raising. For the additional work in relation to this and the associated EGM circular,each Director received a one-off payment of £10,000 for the additional work involved. Such payments are not in line with best practice. On this basis a vote to opposeis recommended.


9. Appoint the AuditorsKPMG proposed. Non-audit fees represented 66.67% of audit fees during the year under review and 28.57% 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.


DP AIRCRAFT I LIMITED AGM - 17-07-2017

1. Receive the Annual ReportThe Company’s investment objective is to obtain income returns and a capital return for its Shareholders by acquiring, leasing and then, when the Board considers it isappropriate, selling aircraft. Given the nature of this investment, there should be disclosure regarding the Company’s approach to/acknowledgement of environmentalconcerns.However, it is noted that the Company this year has put forward its dividend policy and its Board remuneration report for shareholder approval, This represents asignificant improvement in terms of best practice.On balance, an abstain vote is recommended.

Vote Cast: Abstain

MONTANARO UK SMALLER COMPANIES I.T. PLC AGM - 17-07-2017

14. Issue Share Held in Treasury at a Discount to Net Asset ValueIt is proposed that Directors of the Company be authorised to sell or transfer out of treasury ordinary shares in the capital of the Company for cash at a price below thenet asset value per share of the existing shares in issue (excluding treasury shares). The authority is limited to 5% of the share capital and expires at the next AGM.The board makes a statement that any shares will only be reissued at an absolute profit and at a lower weighted average discount than when they were originally

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purchased. Despite this, all share issuance should be at a price that is above the prevailing net asset value so as to enhance shareholder value rather than diminish it.An oppose vote is recommended.


ASSURA PLC AGM - 18-07-2017

5. Re-elect Simon LaffinChairman. Not considered independent upon appointment as he was an Executive Chairman of the company. Although Mr Simon only served briefly as an ExecutiveChairman during the search process for a new CEO, it is considered that a former executive may not have sufficient detachment to objectively assess executivemanagement and strategy. Also, the Company made clear statement on the division of responsibilities between the current CEO and the Chairman. An abstain vote istherefore recommended.






3. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 7.50% of audit fees during the year under review and 43.00% 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 five years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor.


2. Approve the Remuneration ReportDisclosure: The overall disclosure is considered acceptable. Future performance conditions and past targets for annual bonus are stated. Performance conditions

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and targets for the LTIP are stated.Balance: The CEO’s pay over the last five-year period is not considered in line with the Company TSR performance over the same period. The CEO’s variable pay forthe year under review is considered excessive at 339% of salary. Moreover, the former CEO’s VCP awards that vested during the year exceeds 1000% of base salary,which is considered highly excessive.Rating: AD


BRITISH LAND COMPANY PLC AGM - 18-07-2017





1. Receive the Annual ReportStrategic Report meets guidelines. Adequate environmental and employment 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, it isnoted that no dividend has been put to the vote for shareholder approval although a fourth quarter dividend of 7.3 pence per share making a total of 29.2 pence wasdeclared during the year under review. Failure to give shareholders the opportunity to approve distribution policy at the AGM is viewed as a failure to comply with bestpractice, regardless of whether payments are made as interim, special or final dividends. An oppose vote is recommended.


DAIRY CREST GROUP PLC AGM - 18-07-2017

8. Re-elect Stephen AlexanderChairman. Independent upon appointment. However, the Board lacks sufficient female representation and no statement has been made in the report regarding the

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Company’s plans to address this imbalance. As he is the Chairman of the Nomination Committee, it is recommended shareholders oppose.


2. Approve Remuneration PolicyOverall disclosure is satisfactory. Maximum potential payout under all incentive plans is considered excessive as it can amount to more than 200% under exceptionalcircumstances. There is no time limit for directors to reach the shareholding requirements, which is not considered acceptable. The performance period for the newlyproposed LTIP is not considered sufficiently long-tem. However, it is planned that a two year post-vesting holding period will follow, which is welcomed. The Companyplans to use more than one performance condition, though it is unclear whether a non-financial KPI will be used. In relation to contracts, the CEO has a legacy contractwhich is not in line with the new policy and is therefore inappropriate. Furthermore, upside discretion can be used by the Remuneration Committee when determiningseverance payments.Rating: BDD.


16. Approve New Long Term Incentive PlanIt is proposed to adopt the new Dairy Crest Group plc Long Term Incentive Plan (LTIP) as a replacement for the Dairy Crest Group plc Long Term Alignment Plan(LTAP).The proposed LTIP is capped at 150% of salary and the vesting of awards is subject to a three year performance period. At least 75% of the overall award will bebased on financial measures, with at least 50% of the overall award based on relative TSR versus a broad comparator group. A two year post-vesting holding periodwill be introduced.The introduction of a two year holding period is welcomed, however there remain some concerns. One issue is the potential excessiveness of total variable pay, aswhen the maximum potential for both the LTIP and annual bonus is combined, total variable pay can exceed the recommended limit of 200% of salary. There is alsoa concern regarding LTIP awards in relation to termination pay. The Remuneration Committee can exercise upside discretion and disapply time pro-rating on LTIPawards in the event of termination, which is inappropriate.Ultimately, LTIPs are not considered an effective means of incentivising performance. These schemes are not considered to be properly long term and are subject tomanipulation due to their discretionary nature. An oppose vote is therefore recommended.





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FIRSTGROUP PLC AGM - 18-07-2017

13. Appoint the AuditorsDeloitte LLP proposed. No non-audit fees were paid during the year under review and non-audit fees represent 2.13% of audit fees on a three-year aggregate basis.This level of non-audit fees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than tenyears. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.






2. Approve the Remuneration ReportDisclosure: Overall disclosure is considered acceptable.Balance: The Committee has determined that no bonus will be paid to the Chief Executive in respect of 2016/17. In light of the tram incident in Croydon last year,and the ongoing investigations, the Committee decided that it would not be appropriate to award a bonus either in cash or award the deferred share element to theChief Executive in the usual way. Instead, the Committee determined that a conditional award of shares would be made equivalent in value to the bonus of £723,415that he would have received. The Committee will make the decision as to whether these shares shall vest as soon as practicable after 31 March 2020, taking intoconsideration the outcome of the relevant investigations into the incident. It is considered that, following the accident, no bonus should be paid to the CEO as he isultimately accountable for such issues. Deferral of this year’s bonus in shares, vesting at the discretion of the Remuneration Committee, is not an appropriate use ofdiscretion and is not supported. In addition, the ratio of CEO pay to average employee pay is not appropriate at 35:1. The balance of CEO realised pay with financialperformance is not considered acceptable as the change in CEO total pay over five years is not commensurate with the change in TSR over the same period. The

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CEO’s salary is considered in the upper quartile of a peer comparator group.Rating: AD.


SCAPA GROUP PLC AGM - 18-07-2017

2. Approve the Remuneration ReportOverall disclosure is considered acceptable. However, past annual bonus targets are not disclosed as they are deemed commercially sensitive. Non-disclosure oftargets makes it impossible for shareholders to assess whether the targets are challenging. The CEO’s total realised variable pay is not considered acceptable at 716%of salary. An oppose vote is recommended.

Vote Cast: Oppose

3. Approve Remuneration PolicyDisclosure is acceptable. The CEO’s total potential rewards under all incentive schemes are considered to be excessive. Executive share schemes’ long termperformance measures are not appropriately linked to non-financial KPIs. The PSP is only based on EPS performance. It would be considered best practice to operateat least two different performance metrics in a concurrent fashion. Directors are required to build up a significant shareholding with a time frame of more than threeyears. There is no evidence of schemes available to enable all employees to benefit from business success without subscription. Performance period is three years,without a further holding period beyond vesting, which is not considered sufficiently long term. The Company does not have any malus or clawback provision in place.It is noted that the Company operates a Value Creation Plan. The Plan will reward Participants for creating value through growth in the Company’s Share price inexcess of £1.95 and up to £5.00 per Share, measured on 31 March 2018 and 31 March 2020. If the Share price increases to £5.00 or above, the Plan would pay outa maximum of approximately £22.5M (147,605,793 x (£5.00 - £1.95) x 5%) between Participants. This is considered excessive. In addition, basing an incentive planentirely around share price is not considered an effective strategy for a well established company. Share price movements are subject to exogenous factors that areoutside the control of executives. Also, upside discretion can be used by the Committee while determining severance payments. Based on these factors an opposevote is recommended.

Vote Cast: Oppose

6. To re-elect Mr R J PerrySenior Independent Director. Not considered independent as he has served on the Board for more than nine years. It is considered that a Senior Independent Directorshould be independent, in order to fulfil the responsibilities assigned to that role. Therefore, an oppose vote is recommended.

Vote Cast: Oppose

11. To re-appoint the Auditors: Deloitte LLPDeloitte proposed. Non-audit fees represented 57.85% of audit fees during the year under review and 56.66% 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.

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Vote Cast: Oppose


Vote Cast: Oppose


Vote Cast: Oppose

CONSTELLATION BRANDS, INC. AGM - 18-07-2017

2. Appoint the AuditorsKPMG proposed. Non-audit fees represented 1.21% of audit fees during the year under review and 5.25% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concernsthat failure to regularly rotate the audit firm can compromise the independence of the auditor.


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


5. Amend the Company’s Long-Term Stock Incentive PlanThe Plan is presented as an omnibus plan, which means that bundled within the same official plan there are various incentive plan elements aimed at rewardingdifferent groups of employees, officers and executives. These plans permit the granting of options, stock appreciation rights, restricted stock, restricted stock units,performance grants and dividend equivalents. However, it is noted that the Compensation Committee retains the power to select employees to receive awards anddetermine the terms and conditions of awards (and also note that ’management employees’ appear most likely to be the principal beneficiaries of the Plan).

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The maximum number of shares as to which a participant may receive stock options and/or stock appreciation rights in any single fiscal year is 1.0m shares. Themaximum number of shares issuable as stock awards and stock unit awards to a participant in a single fiscal year may not exceed 1.0m shares. The maximum amountthat may be earned by an executive officer under cash incentive award opportunity in any single fiscal year shall not exceed $10.0m. There are concerns with the Planas the it has various elements bundled together, and although parts of it can benefit the majority of employees, it can still be used as a vehicle for potentially excessiveexecutive payments. As performance conditions may be attached to awards at the Compensation Committee’s discretion, there are concerns that the Committee willhave considerable flexibility in the payout of discretionary awards and as a result awards may not be subject to robust enough performance targets, and be insufficientlychallenging. In addition, maximum award limits are excessive. As a result, shareholders are advised to oppose.


INDITEX (INDUSTRIA DE DISENO TEXTIL) SA AGM - 18-07-2017

4. Re-elect Mr José Arnau SierraNon-Executive Director, not considered to be independent as he is a physical representative and Vice-Chairman of Pontegadea Inversiones, S.L., the majorityshareholder. There is insufficient independent representation on the Board.


5. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 2.97% of audit fees during the year under review and 12.42% 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.


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


QINETIQ GROUP PLC AGM - 19-07-2017

2. Approve Remuneration PolicyThe proposed changes to the policy include replacing the LTIP with a Deferred Share Plan (DSP). The removal of the LTIP is considered positive as these schemes are

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not considered as an effective mean of incentivising performance. However, it is noted that the DSP operates independently of the annual bonus, although both havedeferral elements attached. This further adds unnecessary complexity to the annual bonus scheme, as it is subject to multiple awards under one incentive plan. Inaddition, both the Bonus Banking Plan and DSP are assessed using underlying operating profits as a performance measure, which inappropriately reward Executivestwice for similar performance. Furthermore, the DSP is subject to a performance underpin, but with limited disclosure provided on its features. Dividend equivalentsare also paid on vested shares under the DSP, contrary to best practiceWhilst it is appreciated that the overall maximum opportunity under all incentive schemes has been reduced from 425% to 325% of salary, it is still considered abovethe acceptable limit of 200% of salary (see below additional policy changes). There are also concerns over the company’s termination and takeover policies. It is notedthat the Remuneration Committee retains upside discretion not to pro-rate for time under incentive schemes in the event of cessation of employment and change ofcontrol. Such use of discretion is not supported.Rating: BDC


17. Approve 2017 Qinetiq Group PLC Incentive PlanThe Board seeks shareholders approval of the 2017 QinetiQ Group plc Incentive Plans, which will replace the current Bonus Banking Plan and Performance SharePlan. The Incentive Plan is made up of two elements. Element A is the renewal of the existing Bonus Banking Plan and Element B is the introduction of a DeferredShare Plan to replace the current Performance Share Plan. Under Element A, the Bonus Banking Plan, annual Company contributions will be earned based on thesatisfaction of performance conditions. Contributions will be made for three years, with payments made over four years. 50% of a participant’s bonus account willbe paid out annually for three years, with 100% of the residual value paid out at the end of year four. 50% of the unpaid balance of a participant’s bonus accountwill be at risk of annual forfeiture. Under Element B, the Deferred Share Plan (DSP), shares are earned based on the satisfaction of a pre-grant annual performanceassessment, and are subject to a three-year vesting period, during which the participant must remain employed by the Company, and a further two-year holding period.The maximum opportunity under the plan is limited to 125% of salary. The Deferred Share Plan based on the satisfaction of pre-grant annual performance assessment,which is subject to a three-year vesting period and a further two-year holding period. A minimum 50% of the unvested award will be at risk of forfeiture after three years.Malus and clawback arrangements are in place.It is noted the maximum overall opportunity under all incentive schemes decreased from 425% to 325% of salary, which is commendable. However, it is still consideredexcessive at more than 200% of salary. Although the removal of the LTIP is welcomed, there are concerns that both the Bonus Banking Plan and DSP are assessedusing underlying operating profits as a performance measure, which rewards Executives twice for similar performance contrary to best practice. In addition, dividendequivalents are paid on vested shares on the DSP, which is inappropriate. Finally, there is no disclosure on the features of the performance underpin under the DSPdue to commercial sensitivity. Based on these concerns, an oppose vote is recommended.




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RPC GROUP PLC AGM - 19-07-2017

11. Appoint the AuditorsPWC proposed. Non-audit fees represented 37.50% of audit fees during the year under review and 46.55% on a three-year aggregate basis. This level of non-auditfees raises some concerns about the independence of the statutory auditor.


13. Approve Increase in Non-executives FeesThe Board seeks approval that the maximum aggregate fees for the services of directors as set out in Article 90 of the Company’s Articles of Association be increasedfrom £500,000 per annum to £1,000,000 per annum.It is noted that £324,000 was paid to Non-Executive Directors under the review period, leaving a deficit of £176,000 (approximately 55%) per the current headroom. Itis considered that the current limit is sufficient to allow further recruitments to the Board in the next three years. Moreover, the proposed increment represents 100% ofof the current headroom, which is considered excessive. Based on these concerns, an oppose vote is recommended.


2. Approve the Remuneration ReportDisclosure: The overall disclosure is considered acceptable. Performance conditions and retrospective targets for the annual and LTIP are disclosed. All shareincentive awards are fully disclosed with award dates and prices.Balance: The changes in CEO pay over the last five years are not considered in line with the Company’s TSR performance over the same period. The CEO’s totalvariable in the year under review is considered excessive at 319% of salary. The ratio of CEO pay compared to average employee pay is also considered excessive at55:1.Rating: AD


4. Re-elect Jamie PikeChairman. Independent upon appointment. Mr Jamie Pike is also Chairman of Ibstock plc, a 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. Based on this concern, an oppose vote is recommended.

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6. Re-elect Dr Lynn DrummondIndependent Non-Executive Director. She is the Remuneration Committee chairman and it is noted that around 29.5% of the shareholders voted against theremuneration report at last year’s AGM. The Remuneration Committee does not seem to have addressed shareholders concerns expressed at the 2016 AGM, asit only states that it has been engaging and taking feedback from shareholders. On this basis, an oppose vote is recommended.






SEVERN TRENT PLC AGM - 19-07-2017

2. Approve the Remuneration ReportDisclosure: All elements of each director’s remuneration are disclosed. Performance conditions and targets for the annual bonus and long term incentives aredisclosed. All share incentive awards are disclosed with award dates and prices.Balance: The changes in the CEO pay over the last five years are considered in line with the Company’s TSR performance over the same period. The ratio betweenthe CEO pay and the average employee pay is excessive at 33:1. The CEO’s variable pay for the year under review is considered excessive at more than 350% ofsalary.Rating: AC.


13. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 57.14% of audit fees during the year under review and 84.21% on a three-year aggregate basis. This level of non-audit

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fees 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.






BIFFA PLC AGM - 19-07-2017

3. Approve Remuneration PolicyDisclosure: The Company provides an above average disclosure of the remuneration policy. Pay packages are fully explained, performance conditions are clearlystated.Balance: Maximum potential award under all incentive plans is considered excessive as it exceeds 380% of salary. There is a in "exceptional circumstances" provisionwhen granting awards, allowing for grants up to an additional 250% of base salary. This is not considered acceptable and not in line with best practice.It is welcomed that a deferral period is in place for the bonus awards. However, it is not considered adequate as it would be best practice to have at least 50% ofthe bonus deferred over a minimum period of two years. There are no non-financial performance measures attached to the PSP. The vesting scale is not consideredsufficiently broad and geared towards better performance for the awards made under the TSR performance measure. With a three year performance period, the PSPis not considered sufficiently long term. Malus and clawback provisions apply to both annual bonus and PSP.Contracts: Executive service contracts have one year notice period and do not provide for any predetermined compensation. Termination payments are equivalent tobasic salary and the value of contractual benefits, including pension. The committee has discretion to decide whether the bonus is paid to directors. The Committeehas discretion to partly or completely disapply pro-rating and the performance conditions in certain circumstances. This policy is not supported as it may allow rewardunrelated to the director’s performance.Rating: ADC


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4. Approve the Remuneration ReportDisclosure: All elements of each director’s remuneration are disclosed. All share incentive awards are fully disclosed with award dates and prices. However, there isno disclosure of performance condition and targets for annual bonus and long-term incentive paid during the year, which is not appropriate.Balance: The ratio of CEO pay compared to average employee pay is considered inappropriate at 35:1. In addition, the salary of the CEO is above the upper quartileof its comparator group. The CEO’s variable pay for the year under review is considered excessive as it represent almost 20 times of salary. The majority of this awardis in relation to the payment of pre-IPO long-term incentives under the Management Incentive Plan (MIP), which was in place from 2013 until IPO in October 2016.Also, no information has been disclosed with regard to the performance conditions and targets used to determine the value of this payment totaling £9,507,310. Suchpayment is excessive and subject to excessive discretion by the Remuneration Committee.Rating: BE.


7. Elect Steve MarshallChairman. Independent upon appointment. However, Mr. Marshall is also the Chairman of the Nomination Committee. The Board does not comprise of any femaledirectors and no statement has been made in the report regarding the Company’s plans to address this imbalance. An Oppose vote is recommended.






EXPERIAN PLC AGM - 20-07-2017

11. Re-elect Don RobertChairman. Not considered independent upon appointment as he is the former CEO of the Company. It is considered that a former executive may not have sufficientdetachment to objectively assess executive management and strategy. However, the Company made clear statement on the division of responsibilities between thecurrent CEO and the Chairman. An abstain vote is recommended

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1. Receive the Annual ReportThe Company’s strategic review meets guidelines. Adequate employment and environmental policies are in place and quantified reporting is disclosed. Gender ratiosacross the board, senior management and across the group are disclosed.The directors have announced the payment of a second interim dividend in lieu of full year dividends of 28.50 US cents per ordinary share (bringing the total dividendto 41.50 US cents per share). It is noted that the board is not seeking shareholder approval for the dividend policy, (which is stated to be in order to ensure fair taxtreatment for UK shareholders). Because of this, shareholders are recommended to oppose the Annual Report.


2. Approve the Remuneration ReportOverall disclosure is adequate. The increase in the CEO’s salary is in line with the rest of the Company. The changes in CEO pay over the last five years arecommensurate with the Company’s TSR performance. However, total variable pay for the CEO during the year under review represents more than 200% of salary,which is excessive. In addition, the ratio between the CEO pay and the average employee pay is not appropriate. The CEO’s salary is also above the upper quartile ofthe Company’s comparator group.Rating: AC.


3. Approve Remuneration PolicyThere is incomplete disclosure, as performance targets for the annual bonus are only revealed retrospectively. In addition, the target for the ROCE, which is theunderpin element to PSP performance measures, is not disclosed.Potential variable pay is excessive as it may amount to 800% salary, which is significantly higher than the recommended limit of 200% of salary. There are concerns

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over the significant weighting attached to the profit growth metric under the PSP, the CIP, the annual bonus and the duplicity of reward this implies. As a result, there isthe potential for directors to be rewarded three times for achieving the same outcomes. At three years the performance period for the PSP is not considered sufficientlylong term and no post-vesting holding period applies. In addition, the Company still offers matching share awards, which is contrary to best practice. The annual bonusis not subject to mandatory share deferral.With respect to contracts, upside discretion may be used when determining severance. Awards vesting is accelerated fully in the event of takeover, which is notsupported as it rewards directors for performance not obtained.Rating: ADD.


ROYAL MAIL PLC AGM - 20-07-2017

5. Re-elect Peter LongChairman. Independent upon appointment. It is noted that Mr Long is also Chairman of the FTSE 250 company, Countrywide 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 Chairmanshould focus his attention onto the only one FTSE 350 Company.


9. Re-elect Orna Ni-ChionnaSenior Independent Director. Considered independent. It is noted that she is the Chair of the Remuneration Committee and that the Remuneration policy receivedopposition from more than 16% of shareholders at the 2016 AGM. The Remuneration Committee stated that it "feels that the strong level of support for the newPolicy does not require the Committee to make any changes to its implementation for the next financial year". This level of opposition is significant and Remunerationcommittee should seek to address shareholders’ concerns. As this has not been the case, it is recommended to oppose her re-election.





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SSE PLC AGM - 20-07-2017

2. Approve the Remuneration ReportBoth CEO salary and average employee pay increased by 2.4% during the year. The CEO’s salary is around the median of a peer comparator group. The CEO’srealised variable pay is not considered excessive at 184% of salary, as his sole reward for the year was under the annual bonus. However, variable award opportunityfor the Executive Directors is deemed excessive. The ratio of CEO to average employee pay is estimated and is found excessive at 51:1 (Company calculation: 72:1;due to including the PSP). The balance of CEO realised pay with financial performance is not considered acceptable as the change in CEO total pay over five years isnot commensurate with the change in TSR over the same period.Rating: AC.


9. Re-elect Richard GillingwaterChairman. Independent upon appointment. Mr Gillingwater was also a director of Wm Morrison, which, like SSE paid dividends which were not in accordance with theCompanies Act, and were therefore unlawful distributions. On the basis of these serious breakdowns in compliance and internal control, his re-election as a directorcannot be supported.


13. Appoint the AuditorsKPMG proposed. Non-audit fees represented 63.64% of audit fees during the year under review and 48.39% 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.


17. 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 appropriate justification was provided by theBoard, an oppose vote is recommended.


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HALMA PLC AGM - 20-07-2017

3. Approve the Remuneration ReportDisclosure: Performance targets and retrospective targets under the annual bonus and LTIP are adequately disclosed. All share incentive awards are fully disclosedwith award dates and prices. However, dividend accrued are not separately categorised.Balance: Changes in the CEO pay over the last five years are considered in line with the changes in Company’s TSR performance over the same period. However, theCEO’s variable pay in the year under review are considered excessive at 220% of salary. LTIP award granted to the CEO during the same period is equivalent to 200%of salary, which is also excessive considering his current annual bonus opportunity of 150% of salary. Also, the ratio of CEO pay compared to average employee pay isnot considered appropriate at 24:1. The CEO’s salary is considered above the top quartile of a peer comparator group, which raises concerns over the excessivenessof his salary.Rating: AC


9. Re-elect Roy TwiteIndependent Non-Executive Director. There are concerns over a potential conflict of interest between his role as an Executive in a listed company and membership ofthe remuneration committee. An abstain vote is recommended.


11. Re-elect Carole CranIndependent Non-Executive Director. There are concerns over a potential conflict of interest between her role as an Executive in a listed company and membership ofthe remuneration committee. An abstain vote is recommended.






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HURRICANE ENERGY PLC EGM - 21-07-2017

1. Issue Shares with Pre-emption RightsThe Company is proposing to raise approximately US$520 million (the Fundraising) to finance its EPS at the Lancaster field and allow the Company to maintain itstarget for First Oil in the first half of 2019. The Fundraising comprises: the Placing of 731,222,213 new Ordinary Shares to raise gross proceeds of US$300 millionat a price of 32 pence per Placing Share; and the Convertible Bond Offering to raise US$220 million, subject to an additional over-allotment option of US$10 million.The Placing Price is equivalent to a discount of 6.6 per cent. to the closing price of an Ordinary Share on AIM on 28 June 2017. The Placing Shares will representapproximately 37.3 per cent. of the Enlarged Share Capital immediately following Admission. There will be approximately 423,076,923 to 442,307,692 Ordinary Sharesunderlying the Convertible Bonds as at the issue date of the Convertible Bonds (currently representing approx 8% of the issued share capital).The net proceeds of the Placing and the Convertible Bond Offering will primarily be used by the Company to fund capital expenditure in relation to the EPS developmentat the Company’s Lancaster field, West of Shetland ("Project"). The EPS is a two well tie-back to a Floating Production Storage and Offloading ("FPSO") host facilitythat is expected to produce 17,000 barrels of oil per day and provide data required to plan an FFD of Lancaster. The Company is currently targeting First Oil in the firsthalf of 2019, and completing the Fundraising now will enable the Company to maintain this target.The Company explains that this Fundraising is in line with its strategy. Hurricane is a UK-based oil and gas company which specialises in the exploration and exploitationof fractured basement reservoirs. The Company’s strategy is to explore basement reservoirs in proven petroleum basins, particularly in areas where previous drillingresults have indicated the presence of hydrocarbons in the basement.The Company is mindful that the Placing represents significant dilution to Shareholders. The Company is therefore proposing to make a follow-on offering of OrdinaryShares to all Shareholders (as at close of business on 29 June 2017). The follow-on offering will be carried out at the Placing Price and will seek to raise up to US$5million. It will be subject to obtaining requisite shareholder approvals and to further structuring and detailed terms and conditions.The proposal has been adequately disclosed and explained by the Company. However, concerns over potential dilution of existing shareholder and the absence ofsufficient independent representation on the Board to oversee this proposal is of concern. Support cannot therefore be recommended.

Vote Cast: Abstain

2. Issue Shares for CashResolution 2, which is conditional on the passing of Resolution 1 and is a special resolution to authorise the Directors to allot equity securities up to an aggregatenominal value of £1,284,106.83, being equal to 1,284,106,830 new Ordinary Shares (i.e. the maximum number of new Ordinary Shares to be issued under the Placingand each Convertible Bond Conversion, if applicable, and taking into account the adjustment provisions applicable to the Convertible Bonds) on a non-pre-emptivebasis. In line with the vote recommendation on resolution 1, an abstain vote is recommended.

Vote Cast: Abstain

HOMESERVE PLC AGM - 21-07-2017

2. Approve the Remuneration ReportOverall disclosure is satisfactory, though performance targets for the annual bonus are not disclosed. The CEO’s total remuneration over the last five years is not in linewith the Company TSR performance over the same period. Total variable pay for the year under review was excessive, and considerably higher than the recommended

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limit of 200% of salary. The ratio between the CEO’s pay and the average employee pay has been estimated at 28:1, which is deemed excessive.Rating: BD.


3. Approve Remuneration PolicyThe proposed Policy remains largely similar to the current one, though with a few changes, namely: the addition of a two year holding period for the LTIP; increasein the shareholding requirement for Executive Directors; and an amendment to Richard Harpin’s contract to remove the entitlement to bonus in any payment in lieu ofnotice.The proposed changes are welcome, as the performance period of the LTIP is not considered to be sufficiently long-term, though the introduction of a two yearholding period is a move towards better practice. The amendment to Richard Harpin’s contract is also welcomed previously it was inappropriate. The increase in theshareholding requirement for Executive Directors is also a positive change, though it is still not considered sufficient. Despite the aforementioned changes that providebetter alignment with best practice, there remain unaddressed concerns in the proposed Policy. Total potential variable pay is inappropriately excessive. Furthermore,the matching share component of the LTIP is contrary to best practice as the same performance measures apply, which potentially rewards executives twice forachieving the same outcomes. The annual bonus is not subject to share deferral.In relation to contracts, upside discretion may be used while determining severance as time pro-rata which reflects time worked may be dis-applied for outstandingawards. The Recruitment policy also raises concerns as the Company can use different performance measures for the annual bonus and new recruits can invest theirsalary to receive matching share awards during the first year (instead of the bonus), though the Company state that the Remuneration Committee has never in practiceinvited a new recruit to do this.Rating: ADC.


5. Re-elect Barry GibsonChairman. Independent upon appointment. The current level of female representation on the Board is insufficient. It is considered that the Nomination Committeeshould set clear and ambitious target with regard to gender diversity at board level (at least 25%), which is not the case. As he is the chair of the Nomination Committee,an oppose vote is recommended.


17. Appoint the AuditorsDeloitte LLP proposed. Non-audit fees represented 18.75% of audit fees during the year under review and 39.45% on a three-year aggregate basis. This level ofnon-audit fees raises some 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.


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

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VTECH HLDGS LTD AGM - 24-07-2017

4. Appoint the Auditors and Allow the Board to Determine their RemunerationKPMG proposed. Non-audit fees represented 60.00% of audit fees during the year under review and 100.00% on a three-year aggregate basis. This level of non-auditfees raises major concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor. Opposition is recommended.

Vote Cast: Oppose

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

Vote Cast: Oppose

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

3B. Re-elect Patrick Wang Shui ChungNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.

Vote Cast: Oppose

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CRANSWICK PLC AGM - 24-07-2017

2. Approve the Remuneration ReportDisclosure: Cash remuneration, share incentive awards and pension contributions are disclosed in the Single Total Remuneration Figure table. The Company providesnext year’s fees and salaries. All share incentive awards are fully disclosed with award dates and prices. Specific targets for bonus awards have not been disclosed.Balance: The changes in CEO salary over the last five years are considered in line with Company’s financial performance over the same period. However, thereare concerns over the excessiveness of the Executives variable pay, which represents more than 250% of salary for the CEO and more than 350% of salary for theExecutive Chairman, who is the highest paid director. In particular, the Executive Chairman’s pay level raises important concerns as he only holds a part-time role atthe Company. The ratio of CEO pay compared to average employee pay is also not considered appropriate at 45:1.Rating: BD


8. Re-elect Martin DaveyExecutive Chairman. In the event of a takeover, termination provisions are in excess of one year’s salary and benefits. Also, given the role of the chair andnon-executives in holding the executive management accountable, the board chairman should be a separate role to that of an executive director, who has operationalresponsibilities. Finally, it is noted that he is the Chairman of the Nomination Committee and there is insufficient female representation on the Board (14.3%). No targethas been set to improve gender diversity at Board level. An oppose vote is recommended.






MEDICLINIC INTERNATIONAL PLC AGM - 25-07-2017

2. Approve the Remuneration ReportDisclosure: Overall disclosure is considered adequate.Balance: The CEO’s total realised variable incentive for the year is not considered excessive at 81% of salary as his sole reward was the annual bonus. The ratio of

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CEO to average employee pay has been estimated and is considered inappropriate at 27:1.Rating: AC.


3. Approve Remuneration PolicyProposed changes to the policy include: (i) Half of the bonus is to be deferred into shares for two years with vesting subject to continued employment however deferredshares may be settled in cash; (ii) Regarding the LTIP: Executive Directors’ awards will be subject to a post-vesting holding period of two years. Also LTIP awardsmay be settled in cash. (iii) To strengthen alignment with shareholder interests where an award is settled in cash and a Director has not yet met the share ownershipguidelines, this cash must be used to purchase shares in the Company. On balance, with the exception of discretion to settle bonus and LTIP awards in cash, thesechanges are acceptable. Disclosure: Overall policy disclosure is considered acceptable.Balance: The value of the maximum potential award under all incentives in the proposed remuneration policy is considered excessive as it can amount to 350% ofbase salary. Dividends accrue on vesting awards from the date of grant. Such rewards misalign shareholders and executive interests as shareholders must subscribefor shares in order to receive dividends whereas participants in the scheme do not.Contracts: An inappropriate level of upside discretion is given to the Committee when determining termination and change in control payments under the differentincentive schemes.Rating: ADC.


7. Re-elect Dr Edwin HertzogIncumbent Chairman. Not independent upon appointment. Furthermore he is Chairman of the Nomination Committee and no target has been set to increase thelevel of female representation on the Board which is insufficient at 10%. However it is stated that the Board is considering the appointment of additional IndependentNon-executive Directors to further strengthen the Board and its Committees with diverse expertise and to increase the female representation on the Board. This isconsidered positive therefore an abstain vote is recommended.


14. Re-elect Desmond SmithSenior 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.



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SAFESTORE HOLDINGS PLC EGM - 25-07-2017

1. Approve Remuneration PolicyThe Remuneration Committee withdrew resolution 13 (Approve the Remuneration Policy) ahead of the AGM on 22 March 2017 due to major shareholder concernsregarding a highly geared and substantial quantum, and weak EPS targets. Consequently an Extraordinary General Meeting was called in order to address theconcerns raised by some shareholders regarding the previously proposed Policy. The proposed changes are fully disclosed in the supporting information below. Themain changes include (among other things): reduced quantum of LTIP awards to the Executive Directors to 2,000,000 shares for the CEO and 1,340,000 shares forthe CFO; increased threshold EPS target to 6% p.a. compound growth with maximum EPS target at 12% p.a.; and increased shareholding guidelines to 1,000% ofsalary for the CEO and 350% for the CFO.Despite the positive changes in strengthening the EPS target and increasing shareholding guidelines for Executive Directors, there remain some major concernsregarding the policy. In relation to performance targets, the TSR target is not considered adequately stretching, as maximum payout occurs at the upper quartilelevel, rather than the recommended upper quintile level. The proposed LTIP awards, despite having been reduced from the previous Policy, are still inappropriatelyexcessive, and a 20% reduction in the proposed amount is not sufficient. In relation to contracts, the maximum LTIP granted can be up to 500% of salary for newrecruits. In addition, the Company can offer a new Executive a notice period in excess of twelve months but reduce to twelve months over a specific period. Such aprovision is deemed unnecessarily generous and inappropriate. Furthermore, upside discretion may be exercised by the Company. The Remuneration Committee hasthe discretion to determine whether to time pro-rate annual bonus and LTIP awards for those deemed good leavers. On a change of control, the Committee has thediscretion to determine, in exceptional circumstances, whether to pro-rate the award for time served as an employee.Rating: ADD.


2. Approve the Safestore Long Term Incentive PlanThe Resolution 14 seeking the approval of the LTIP was withdrawn ahead of the AGM on 22 March 2017 over concerns regarding the quantum of LTIP awards toExecutive Directors. After engaging with major shareholder, the Company has called the EGM in order to address the concern regarding the LTIP and to put forward anew plan for shareholder approval.The proposed award of shares to the CEO and CFO is 2,000,000 and 1,340,000 respectively. The Company says that this reflects a premium to the aggregate of fiveyears of conventional performance share awards set by reference to the upper quartile range for companies in the FTSE 250 and FTSE 350 real estate sector. Inaddition, this reflects a reduction in total remuneration of 20% from the previous policy put forward to shareholders at the 2017 AGM The threshold level of the EPStarget has also been changed in order to make it more stretching, and is now 6% p.a. compound growth with maximum EPS target at 12% p.a.The strengthening of the EPS target is welcomed. However, there remain major concerns regarding the proposed LTIP. Despite the reduction in the proposed awardlevels to the CEO and CFO, the potential variable pay would still be inappropriately excessive. Furthermore, issues regarding the status of LTIP awards in the event oftermination and a change of control have not been addressed, as upside discretion may be used to disapply time pro-rating on awards.Ultimately, LTIPs are not considered an effective means of incentivising performance. These schemes are not considered to be properly long term and are subject tomanipulation due to their discretionary nature. Moreover, it is not considered that the concern regarding the quantum of LTIP awards has been appropriately dealt with.An oppose vote is therefore recommended.


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INTERMEDIATE CAPITAL GROUP AGM - 25-07-2017

2. Approve the Remuneration ReportThere are still important concerns over the level of disclosure in the remuneration report. Each element of variable pay for the Executive Directors are not clearlyexplained and separately categorised. Overall, there is a major lack of transparency regarding the amounts awarded under each incentive plan and the criteria used toassess performance. This level of discretion to award excessive payments is not supported.The variable pay of the CEO is considered highly excessive, at more than 16 times his salary. Finally, the changes in CEO total pay over the last five years are also notconsidered in line with Company’s TSR performance over the same period.Rating: DD.


3. Approve Remuneration PolicyThe proposed changes to the remuneration policy are positive but considered insufficient to support the proposal (see proposed changes below). While the introductionof a cap on variable pay is welcomed, it is still considered excessive. Best practice would be to use individual caps for each plan as percentage of salary. The currentoverall cap for the CEO is £6m which represent 16 times his current salary. Despite the reduction in the number of incentive plans, the use of three different incentiveschemes is still considered excessive. This replication of AAP on different schemes is not supported as it serves to reward directors twice for their contribution to thesame aspect of company performance. Finally, with regard to contracts, the discretion to make grants outside the policy limits on recruitment is not acceptable. Upontermination, there are concerns over the the discretion given to allow full payments of outstanding incentive schemes.Rating: BDC.


4. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 11.11% of audit fees during the year under review and 18.52% 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. An oppose vote is recommended.


11. Re-elect Kim WahlIndependent Non-Executive Director. However, there are concerns about his aggregate external time commitments. An abstain vote is recommended.


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

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GB GROUP PLC AGM - 25-07-2017

5. To re-elect Richard Martin LinfordNon-Executive Director. Not considered independent as he has served on the Board for more than nine years. There is insufficient independent representation on theBoard.

Vote Cast: Oppose

8. Approve the Remuneration ReportDisclosure is not considered acceptable. The Company indicates that the performance-related bonus is determined based on a fixed formula which looks at specifictargets, principally adjusted earnings per share. However such targets are not disclosed even on a retrospective basis. All share incentive awards are stated withaward dates, though market prices at the date of grant are not disclosed. There are concerns over the use of the Executive Share Option Schemes as these awardsare not capped and are at the discretion of the Remuneration Committee and on the basis of their performance. The value of these awards is not reported within thedirectors’ remuneration table and it is unclear how much directors gained from the options schemes. Overall, the use of uncapped discretionary performance awardsis not supported. Due to the concerns over disclosure and potential excessiveness of the remuneration structure, an oppose vote is recommended.

Vote Cast: Oppose

9. To re-appoint the Auditors: Ernst & Young LLPEY proposed. No non-audit fees were paid to the auditors in the past three years. This approach is commended. The date of appointment of the current audit firmis undisclosed, meaning the length of tenure is not known. There are concerns that failure to regularly rotate the audit firm can compromise the independence of theauditor.

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 connection

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with an offer by way of a rights issue. This authority expires at the next AGM. All directors are not standing for annual re-election and there is no commitment from allthe directors to stand for re-election in case this additional authority is used. In the absence of such commitment, an abstain vote is recommended.

Vote Cast: Abstain


Vote Cast: Oppose


Vote Cast: Oppose

GRAPHENE NANOCHEM PLC AGM - 26-07-2017

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. The Company notonly has failed to do this but also has not disclosed a remuneration report in its Annual Report. An oppose vote is recommended.

Vote Cast: Oppose

2. To re-elect Patrick Dennis HowesNon-Executive Director. Not considered independent as there is no disclosure regarding his other positions and has also tenured for over nine years. There isinsufficient independent representation on the Board.

Vote Cast: Oppose

4. Appoint the Auditors and Allow the Board to Determine their RemunerationPKF International LLP proposed. No non-audit fees were paid to the auditors in the past three years. This approach is commended. The date of appointment of thecurrent audit firm is undisclosed, meaning the length of tenure is not known. There are concerns that failure to regularly rotate the audit firm can compromise theindependence of the auditor.

Vote Cast: Oppose

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5. Issue Shares with Pre-emption RightsThe authority is limited to 49% of the share capital and expires at the next AGM. This is considered excessive. An abstain vote is recommended.

Vote Cast: Abstain

6. Issue Shares for CashThe authority is limited to 49% of the share capital and expires at the next AGM. This exceeds the 5% recommended limit. An oppose vote is therefore recommended.

Vote Cast: Oppose

CHOW TAI FOOK JEWELLERY AGM - 26-07-2017

3.A. Re-elect Cheng Kar-Shun, HenryExecutive Chairman. It is a generally accepted norm of good practice that the Chairman of the Board should act with a proper degree of independence from theCompany’s management team when exercising his or her oversight of the functioning of the Board. Holding an executive position is incompatible with this and a voteto oppose is recommended.

Vote Cast: Oppose

3.B. Re-elect Cheng Chi-Kong, AdrianExecutive Director. However, there are concerns over his aggregate time commitments. Since abstention is not a valid vote, opposition is recommended.

Vote Cast: Oppose

3.C. Re-elect Cheng Kam-Biu, WilsonNon-Executive Director. Not considered independent as he serves on the board of Chow Tai Fook Enterprises Limited, a subsidiary of the major shareholder of theCompany. There is insufficient independent representation on the Board.

Vote Cast: Oppose

3.D. Re-elect Fung Kwok-King, VictorIndependent Non-Executive Director. However, there are concerns over his aggregate time commitments. Since abstention is not a valid vote, opposition isrecommended.

Vote Cast: Oppose

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3.E. Re-elect Che-Keung, GordonIndependent Non-Executive Director. However, there are concerns over his aggregate time commitments. Since abstention is not a valid vote, opposition isrecommended.

Vote Cast: Oppose


Vote Cast: Oppose

4. Appoint the Auditors and Allow the Board to Determine their RemunerationDeloitte proposed. Non-audit fees represented 34.20% of audit fees during the year under review and 52.02% 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

VERTU MOTORS PLC AGM - 26-07-2017

2. To re-appoint the Auditors: PricewaterhouseCoopers LLPPWC 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

8. Approve the Remuneration ReportOverall disclosure is good. The Company disclosed fully remuneration for executives and non-executives. Past targets, achievements and remuneration are disclosedon an individual basis. The CEO’s realised variable pay is not considered excessive amounting to 117.4% of salary.However, there are some concerns over the company’s policy. Maximum potential award under all the incentive plans is 275% of salary which is deemed excessive.Also, the use of LTIP is not supported as these are not considered by PIRC as effective means of incentivising performance. Finally, the overall upside discretion givento the Remuneration Committee when determining termination payments (under the various incentive schemes) is considered excessive. On balance, an abstain voteis recommended.

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Vote Cast: Abstain


Vote Cast: Oppose


Vote Cast: Oppose

HOGG ROBINSON GROUP PLC AGM - 27-07-2017

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





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MONTANARO EUROPEAN SMALLER C.TST PLC AGM - 27-07-2017

7. Re-elect R B M GrahamNon-Executive Director. Not considered independent as he has been on the Board for over nine years. There is insufficient independent representation on the Board.An oppose vote is recommended.


8. Re-elect R A Hammond-ChambersNon-Executive Director. Not considered independent as he has been on the Board for over nine years. There is insufficient independent representation on the Board.An oppose vote is recommended.


10. Appoint the AuditorsEY proposed. Non-audit fees represented 39.02% of audit fees during the year under review and 57.14% on a three-year aggregate basis. This level of non-audit feesraises major concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There are concerns that failureto regularly rotate the audit firm can compromise the independence of the auditor.


TAT HONG HOLDINGS LTD AGM - 27-07-2017

2. Re-elect Mak Lye MunNon-Executive Director. Not considered independent as he has been on the Board for more than nine years. There is insufficient independent representation on theBoard.

Vote Cast: Oppose

6. Appoint the AuditorsKPMG proposed. Non-audit fees represented 34.74% of audit fees during the year under review and 27.23% 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. Opposition is thus recommended.

Vote Cast: Oppose

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7. Issue Shares with Pre-emption Rights and for CashThe authority is limited to 50% on a pro-rata basis and no more than 20% can be issued without pre-emptive rights. The authority expires at the next AGM, however,the limit under the issuance of shares without pre-emptive rights is considered excessive. An oppose vote is recommended.

Vote Cast: Oppose

8. Approve Related Party TransactionIt has been proposed to approve the interested persons transactions for the Company, its subsidiaries and associated companies that are entities at risk (EAR),provided that such transactions are made on normal commercial terms in accordance with the guidelines and procedures. The proposal relates to the renewal of thismandate to cover future potential Interested Person Transactions which are carried out with Chwee Cheng & Sons Pte Ltd, its associates and exceed SGD 100,000 invalue and the aggregation of such Interested Person Transactions which may exceed 5% of the Group’s NTA. Such proposals are considered on the basis of whetherthey are deemed fair, whether they have been adequately explained, and whether there is sufficient independent oversight of the recommended proposal. The circularcontains sufficient details of the transaction but there is not a sufficient balance of independence on the board. Since abstention is not a valid vote, opposition isrecommended.

Vote Cast: Oppose

TATE & LYLE PLC AGM - 27-07-2017

2. Approve Remuneration PolicyThere are no material changes to the policy approved by shareholders in 2014 except for minor wording amendments on leavers provision as well as on incidentalbenefits to ensure that it appropriately captured in the policy. In addition, a two-year post vesting holding has been introduced while a dividend underpin has beenadded to reduce PSP vesting if dividends over the performance period do not conform to the dividend policy. While these changes are positive, concerns remain aboutthe existing remuneration structure.The maximum potential awards under all the incentive schemes amounts to 475% of salary, which is excessive. There are also important concerns about certainfeatures of the LTIP. The LTIP does not include any non-financial metrics and its performance conditions are not operating interdependently. Also, the three yearperformance period is not considered sufficiently long-term. The introduction of a two-year holding period is however welcomed. No schemes are available to enableall employees to benefit from business success without subscription. Finally, there are some concerns over the Company’s termination policy as it states that theRemuneration Committee retains the flexibility to remove time pro-rating on both annual bonus payments and outstanding share incentives.Rating: ADC


3. Approve the Remuneration ReportDisclosure: The overall disclosure is considered acceptable. Performance conditions and targets for the annual bonus and LTIP are adequately disclosed. All shareincentive awards are fully disclosed with award dates and prices. Dividend equivalents paid on vesting of share awards are not separately categorised.Balance: The changes in CEO pay over the last five years are considered in line with the Company’s TSR performance over the same period. The CEO’s variable payfor the year under review is considered excessive at 308.5% of salary (Annual Bonus: 140%; LTIP: 168.52%). Awards granted to the CEO under all annual incentive

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schemes amounts to 334% of salary, which is also excessive. The ratio of CEO pay compared to the average employee pay is considered excessive at 27:1.Rating: AD


8. Re-elect Paul FormanIndependent Non-Executive Director. There are concerns over a potential conflict of interest between his role as an Executive in a listed company and membership ofthe remuneration committee. An abstain vote is recommended.


15. Appoint the AuditorsPwC proposed. Non-audit fees represented 4.17% of audit fees during the year under review and 7.94% 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.






B&M EUROPEAN VALUE RETAIL SA AGM - 28-07-2017

7. Approve the Remuneration ReportDisclosure: The overall disclosure is considered acceptable.Balance: The CEO sole variable pay in the year under review was an annual bonus of 115% of salary, which is not considered excessive. No LTIP awards are proposedto be made to the CEO while he continues to hold a significant shareholding above the minimums shareholding guideline of 200% of salary, which is welcomed. The

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LTIP vesting during the year lapsed in full as performance conditions were not met. However, changes in the CEO total pay over the last five years are not consideredin line with Company’s TSR performance over the same period. Furthermore, the ratio of CEO pay to average employee salary is considered inappropriate at 122:1.Rating: AC


9. Re-elect Terry LeahyIncumbent Chairman. Not independent upon appointment as he has an interest in the shares held by CD&R European Value Retail Investment S.à.r.l which controls4.9% of the Company’s voting rights. In addition, he is the Chairman of the nomination committee and no target has been set to increase the level of femalerepresentation on the Board, which is currently insufficient at 12.5%.


18. Appoint the AuditorsKPMG proposed. Non-audit fees represented 26.67% of audit fees during the year under review. This level of non-audit fees raises concerns about the independenceof the statutory auditor.






JOHNSON MATTHEY PLC AGM - 28-07-2017

14. Appoint the AuditorsKPMG proposed. Non-audit fees represented 23.81% of audit fees during the year under review and 13.33% 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 are

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concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor. However, a new auditor will be appointed at next year’s AGMfollowing the tendering of the audit contract, which partly mitigates our concerns. An abstain vote is therefore recommended.


18. Approve Performance Share PlanThe Board seeks shareholders approval to introduce a new long term Johnson Matthey Performance Share Plan (PSP) for Executive Directors and eligible seniormanagers who are not appointed to the board. The new PSP replaces existing long-term incentive plan, the Johnson Matthey Long Term Incentive Plan 2007, whichexpires on on 24 July 2017. The maximum opportunity under the PSP rules amounts to 200% of salary (350% of salary in exceptional circumstances) of the individual’sbase salary. All awards will be subject to performance conditions set by the Committee each year that will reflect the company’s performance over a performance period.The performance conditions are assessed over a period of three years. Malus and clawback provisions apply.There are concerns over the excessiveness of the Performance Share Plan (PSP). The maximum opportunity under the PSP is considered excessive, considering witha combined annual bonus of 180% the overall opportunity under all incentive schemes amounts to 380% of salary for the CEO and 355% of salary for other Executives.Concerns also remain over certain features of the PSP. The PSP is measured over three performance period, which is not considered sufficiently long term. However,a two-year holding is applied, which is welcomed. Furthermore, it is noted that thee Remuneration Committee retains upside discretion to dis-apply time pro-rating onvested shares in the case of termination and takeover. Such use of discretion is not supported. Finally, LTIPs are not considered an effective means of incentivisingperformance. These schemes are not considered to be properly long term and are subject to manipulation due to their discretionary nature. Based on these concerns,an oppose vote is recommended.


19. Approve Restricted Share Plan (RSP)Approval is sought for the introduction of Johnson Matthey Restricted Share Plan (RSP) for eligible senior managers who are not appointed to the board. Executivedirectors will not be eligible to receive awards under the RSP unless the company seeks an amendment to its shareholder approved remuneration policy to allow forsuch participation. The terms of the RSP have been designed to materially mirror those of the proposed PSP but with awards not being subject to the achievement ofperformance conditions. The maximum opportunity under the plan is limited at 200% of the individual’s base salary. Malus and clawback provisions apply.Although it is appreciated that senior employees are not eligible to participate in order to benefit from the success of the Company, the plan is however consideredexcessive at 200% of salary. Furthermore, the Committee can use its discretion not to apply time pro-rating on vested shares on cessation of employment, which isconsidered inappropriate. Based on these concerns, an oppose vote is recommended.




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3. Approve Remuneration PolicySome of the proposed changes to the policy include the increase in shareholding requirement from 200% to 250% of base salary for the CEO and from 150% to 200%of base salary for other Executive Directors. The increase in shareholding guidelines is welcomed as it aligns management with the long term interest of shareholders.There are also important concerns over the existing remuneration structure. The CEO’s maximum potential opportunity under all incentive schemes is equivalent to385% of salary, which is excessive. Moreover, schemes are not available to enable all employees to benefit from business success without subscriptio. Furthermore,the LTIP is measured over a three-year performance, which is not considered sufficiently long term. However, the additional two-year post vesting period is consideredappropriate. The performance conditions on the LTIP are also not appropriately linked to non-financial metrics and can vest independent of each other.Finally, concerns remain over the Company’s recruitment and termination policies. It is noted that an exceptional limit of 350% of salary can be used for recruitmentpurposes, which is considered excessive above the normal limit of 200% of salary for Executives. The Remuneration Committee retains upside discretion to allow fullvesting of outstanding share incentives without any consideration for time pro-rating in the event of termination and change of control.Rating: ADC


MARLOWE PLC EGM - 28-07-2017

6. To dis-apply section 561 Companies Act 2006This general authority to dis-apply pre-emption rights is limited to 15% of the Company’s issued share capital and will expire at the next AGM. This exceeds therecommended 5% maximum for a general authority. An oppose vote is recommended.

Vote Cast: Oppose

VODAFONE GROUP PLC AGM - 28-07-2017

14. Approve Remuneration PolicyOverall changes to the policy to increase shareholding guidelines, simplify the long-term incentive (GLTI) and introduce clawback to incentive schemes are welcomed.However, these changes are not considered sufficient to support the proposal as concerns remain over certain aspects of the policy, in particular the size of theincentive awards.The maximum potential award for the CEO under all the incentive schemes is 775% of salary which is highly excessive. There is no share scheme available to theemployees to benefit from business success, without subscription. There are also concerns about some features of the GLTI. No non-financial metrics are used whenassessing the performance of directors under the GLTI. The performance period is three years without a holding period which is not considered sufficiently long-term.

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Payment of dividend equivalents on vested shares is also not supported. The Company should also seek to implement a deferral period for the Annual Bonus, ideallyfor at least half the bonus over two years.Finally, issues remain over the Company’s policy on Executive Director contracts. The notice period of two years reducing to one year, which can be offered tonew recruits, is considered excessive. Also, the upside discretion given to the Committee to determine the vesting of outstanding share awards is not consideredappropriate.Rating: ADC.


15. Approve the Remuneration ReportDisclosure: Overall disclosure is considered in line with best practice.Balance: The CEO’s total realised variable pay is considered excessive at 396.5% of salary (Annual Bonus: 94.5%, LTIP: 302%). The ratio of CEO to averageemployee pay has been estimated and is found unacceptable at 92:1. The CEO’s salary is above upper quartile in PIRC’s comparator group, as such it is consideredexcessive.Rating: AD.


16. Appoint the AuditorsPWC proposed. No non-audit fees were paid during the year under review and non-audit fees 12.12% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. However, PwC has acted as the Company’s Remuneration Consultant until theystepped down to be appointed Auditor of the Company. For a number of years, PwC has also provided the Group with a wide range of consulting and assuranceservices. This long association with the Company creates potential for conflicts of interests. An abstain vote is recommended.






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UNITED UTILITIES GROUP PLC AGM - 28-07-2017

4. Approve Remuneration PolicyOverall disclosure is adequate. The proposed change to limit the notice period the Company must give to Executive Directors when terminating their employment to amaximum of 12 months in any circumstances is a welcomed change, as is the stregthening of malus and clawback provisions for the annual bonus and LTP. However,the proposed increase in the maximum opportunity of the LTP to 200 per cent of salary is inappropriate. It is noted that the normal award level under the LTP remainsat 130% of salary, which is still considered excessive when combined with the annual bonus opportunity of 130% of salary. Other concerns with the Policy include theperformance period of the LTP which, at three years, is not considered to be sufficiently long-term. In addition, performance conditions for the LTP and annual bonusare not interdependent. In relation to termination payments, upside discretion may be used while determining severance as the Remuneration Committee retains thediscretion not to time pro-rate awards.Rating: ADC.


5. Re-elect John McAdamIncumbent Chairman. Independent upon appointment. It is noted that he is the chairman of another FTSE 350 company, Rentokil Initial Plc. It is considered that achair cannot effectively represent two corporate cultures. The possibility of having to commit additional time to the role in times of crisis is ever present. Given this, aChairman should focus his attention onto the only one FTSE 350 Company. An oppose vote is recommended.


14. Appoint the AuditorsKPMG proposed. Non-audit fees represented 77.56% of audit fees during the year under review and 76.49% 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.





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SKYWORTH DIGITAL HLDS LTD AGM - 28-07-2017

3.B. Re-elect Li WeibinNon-Executive Director. Not considered to be independent as he has served on the Board for more than nine years. There is insufficient independent representationon the Board. An oppose vote is recommended.

Vote Cast: Oppose

5. Appoint the Auditors and Allow the Board to Determine their RemunerationDeloitte proposed. Non-audit fees represented 62.50% of audit fees during the year under review and 48.00% 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

GLOBAL LOGISTIC PROPERTIES LTD AGM - 28-07-2017

5. Appoint the Auditors and Allow the Board to Determine their RemunerationKPMG proposed. Non-audit fees represented 48.89% of audit fees during the year under review and 49.29% 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

7. Approve Grant of Awards and Issuance of Shares Under the GLP Performance Share Plan and the GLP Restricted Share PlanApproval is sought to grant shares under the GLP Performance Share Plan and the GLP Restricted Share Plan not exceeding 5% of the Company’s share capital. TheCompany does not describe individual maximum limits in monetary value which could lead to excessive payouts. Awards under the GLP Restricted Share Plan are notsubject to performance conditions. Specific targets are not stated for the GLP Performance Share Plan, and so shareholders are not provided with the opportunity toassess the Plans appropriately. The performance period which starts at three years is considered insufficiently long term and there is no evidence a retention period isused. There is no evidence a clawback policy is in place. Provisions in the event of termination of employment are not fully provided. Opposition is thus recommended.

Vote Cast: Oppose

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SINGAPORE TELECOMMUNICATIONS AGM - 28-07-2017

5. Re-elect Peter Ong Boon KweeNon-Executive Director. Not considered to be independent as he served as executive vice president of Temasek Holdings (Pte) Ltd, the major shareholder of theCompany. There is insufficient independent representation on the Board. An oppose vote is recommended.

Vote Cast: Oppose

7. Appoint the Auditors and Allow the Board to Determine their RemunerationDeloitte proposed. Non-audit fees represented 18.18% of audit fees during the year under review and 17.60% on a three-year aggregate basis. This level of non-auditfees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years. There areconcerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

9. Approve Grant of Awards and Issuance of Shares Under 2012 Performance Share PlanApproval is sought to grant shares under the Singtel Performance Share Plan 2012 not exceeding 5% of the Company’s share capital. The Company does not describeindividual maximum limits in monetary value which could lead to excessive payouts. Performance conditions do not run concurrently. Specific targets have not beenprovided for all performance conditions. The performance period which starts at three years is considered insufficiently long term and there is no evidence a retentionperiod is used. There is no evidence a clawback policy is in place. Provisions in the event of termination of employment are not fully provided. Opposition is thusrecommended.

Vote Cast: Oppose

NATIONAL GRID PLC AGM - 31-07-2017

12. Re-elect Paul GolbyIndependent Non-Executive Director. It is noted that he missed one audit committee meeting that he was eligible to attend during the year under review. As noexplanation has been provided for this absence, an abstain vote is recommended.


16. Approve Remuneration PolicyOverall disclosure is good. In addition the Company’s contract policy is considered acceptable. Notice period are limited to 12 months. On termination, outstandingshare awards would, at best, be pro-rated for time served and subject to performance conditions which is welcomed. There is no additional recruitment incentive fornew recruits which is best practice.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 include

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non-financial metrics. The payment of dividend equivalents on vested shares is not supported. Finally, there is no cap on maximum benefits and the limit on pensioncontributions is considered excessive.Rating: ADB.


17. Approve the Remuneration ReportOverall disclosure is acceptable. Performance conditions and targets under the APP and the Long Term Performance Plan (LTPP) are disclosed adequately.The new CEO’s salary is below the upper quartile of a peer comparator group as it significantly decreased compared to its predecessor. His variable pay is consideredexcessive at 371% of salary (Annual Bonus: 92%, 2014 LTPP: 195%; 2013 LTPP: 84%). Awarded pay is also considered excessive considering that the LTPP wasawarded at 350% of salary. The ratio of CEO to average employee pay has been estimated and is found unacceptable at 25:1. Finally, the balance of CEO realised paywith financial performance is considered acceptable as the change in CEO total pay over five years is commensurate with the change in TSR over the same period.Rating: AC.


18. Approve Political DonationsThe proposed authority is subject to an overall aggregate limit on political donations and expenditure of £125,000. 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, the aggregate total amount exceeds recommended limits. Anabstain vote is recommended.






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VP PLC AGM - 01-08-2017

3. Re-elect J F G PilkingtonIncumbent Executive Chairman. Given the role of the chair and non-executives in holding the executive management accountable, the Board Chairman should be aseparate role to that of an Executive Director, who has operational responsibilities. In addition, Mr Pilkington is a Director of Ackers P Investment Company Limited,which holds 50.26% of the share capital in the Company. An oppose vote is recommended.


7. Re-elect P M WhiteIndependent Non-Executive Director. There are concerns about his potential aggregate time commitments.


10. Approve Remuneration PolicyOverall disclosure is adequate. Total variable pay can be up to 210% of salary. It is recommended that variable pay does not exceed 200% of salary, which thereforemakes the potential variable pay of Executive Directors excessive. The matching share component of the LTIP applies the same performance measures as the LTIP,which potentially rewards executives twice for achieving the same outcomes and is, therefore, considered to be inappropriate. The shareholding requirement forExecutive Directors is not acceptable, as five years is an excessively long time to build up a shareholding of 100% of salary. The annual bonus is not subject to sharedeferral and there is only one performance condition used to determine annual bonus awards. At three years the performance period for the LTIP is not consideredto be sufficiently long-term. In addition, there is no post-vesting holding period. Pension contributions and entitlements are considered to be excessive. In relation tocontracts, upside discretion can be used by the Committee when determining severance payments. No mitigation statement has been made.Rating: ADC.


11. Approve the Remuneration ReportOverall disclosure is satisfactory, though performance targets for the annual bonus and the LTIP have not been disclosed. The CEO’s salary is in line with the restof the Company and the changes in the Executive Chairman’s pay over the last five years are commensurate with the Company’s TSR performance over the sameperiod. However, the ratio of the Executive Chairman’s pay compared to average employee pay is not considered to be acceptable at 23:1. The Executive Chairman’ssalary is above the upper quartile of the Company’s comparator group.Rating: BC.



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STERIS PLC AGM - 01-08-2017

1k. Re-elect Dr. Michael B. WoodNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.

Vote Cast: Oppose

2. Appoint the AuditorsEY proposed. Non-audit fees represented 7.98% of audit fees during the year under review and 27.72% on a two-year aggregate basis. This level of non-audit feesraises some concerns about the independence of the statutory auditor.

Vote Cast: Abstain

3. Appoint the Company’s U.K. AuditorsEY proposed as UK statutory auditor. Non-audit fees represented 7.98% of audit fees during the year under review and 27.72% on a three-year aggregate basis. Thislevel of non-audit fees raises some concerns about the independence of the statutory auditor.

Vote Cast: Abstain

5. Advisory Vote on Executive CompensationThe level of disclosure is acceptable. The performance conditions and targets for the annual bonus and long term incentives are clearly stated. The annual bonusis measured using a combination of financial (EBITDA and free cash-flow) and non-financial metrics. The long-term incentive comprises of a variety of equity-basedincentive compensation, including stock options and restricted stock for Executives and senior managers. The company also operates a non-Equity Incentive plan. Themultiple annual incentive schemes is not supported as it adds add unnecessary complexity to the remuneration structure. The CEO maximum potential opportunityunder all incentive scheme are considered excessive at more than 200% of salary. Also the stock option plan is solely assessed on stock price appreciation, which isnot supported. There is higher risk of rewarding Executives for volatility rather than actual company’s performance. As share prices are exposed to multiple externalshocks, it is difficult to assess the true performance of the Company. Moreover, the three year performance is not considered to be sufficiently long-term. In addition,the restricted stock is not aligned with any performance conditions. On service contracts, there is special arrangement between the Company and Senior Executivesto award severance payments equating to two times of annual base salary if termination occurs within one years prior to a Change of control. In addition, the Companycan use its discretion to allow full vesting of unvested awards for a good leaver. Such use of discretion is not supported.

Vote Cast: Oppose

7. Approve the Remuneration ReportThe overall disclosure is considered acceptable. All elements of executive compensation table are clearly stated. Performance conditions and targets on annualbonus and long term incentives are disclosed. However, the CEO’s variable pay amounted to 386.5% of salary (Stock Options: 175.9%; Restricted Stock: 155.41%;SEMIP: 55.2%) during the review period, which is excessive. It is noted that the CEO received an additional compensation of $133,254 (15.86% of salary) in respect of

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one-time excise tax gross-up payments. Restricted awards, without any performance conditions attached, vested and were granted during the year, which is consideredinappropriate. All incentive awards should be linked to clear and specific performance targets. Based on these concerns, an oppose vote is recommended.

Vote Cast: Oppose

1a. Re-elect Richard C. BreedenNon-Executive Director. Not considered independent owing to a tenure over nine years. There is insufficient independent representation on the Board.

Vote Cast: Oppose

1b. 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.

Vote Cast: Oppose

1c. 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.

Vote Cast: Oppose

1e. Re-elect Sir Duncan K. NicholNon-Executive Director. Not considered independent as he previously served as Chairman of Synergy Health plc prior to its acquisition by the Company. He served asthe Chairman of Synergy Health plc from June 2012 until November 2015. There is insufficient independent representation on the Board.

Vote Cast: Oppose

1g. Re-elect Dr. Mohsen M. SohiNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.

Vote Cast: Oppose

1h. Re-elect Dr. Richard M. SteevesNon-Executive Director. Not considered independent as he served as the CEO of Synergy Health plc prior to the acquisition of the Company on 02 November 2015.There is insufficient independent representation on the Board.

Vote Cast: Oppose

1j. Re-elect Loyal W. WilsonNon-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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Vote Cast: Oppose

ATLANTIA SPA EGM - 02-08-2017

O.1. Approve New Long Term Incentive PlanThe Board proposes the approval of a supplementary incentive plan based on phantom stock options plan 2017. Under the supplementary plan the maximum amountof 7,500,000 Phantom Stocks will be granted at no cost to the Chairman, the CEO and other Executives of the Company and its subsidiaries. Performance targets arenot clearly disclosed and quantified, 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.


CHINA GAS HOLDINGS LTD AGM - 10-08-2017

3.A.I. Re-elect Liu Ming HuiExecutive Chairman. It is a generally accepted norm of good practice that the Chairman of the Board should act with a proper degree of independence from theCompany’s management team when exercising his or her oversight of the functioning of the Board. Holding an executive position is incompatible with this and a voteto oppose is recommended.

Vote Cast: Oppose

3.A.IV. Re-elect Arun Kumar ManchandaNon-Executive Director. Not considered independent based on Company’s own assessment. The Company does not disclose the reason. There is insufficientindependent representation on the Board.

Vote Cast: Oppose

3.A.V. Re-elect Jiang ZinhaoNon-Executive Director. Not independent as he is an Executive Vice President at Beijing Enterprises Holdings Limited, which is one of the Company’s substantialshareholders. There is insufficient independent representation on the Board.

Vote Cast: Oppose

4. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 27.11% of audit fees during the year under review and 9.81% on a three-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. Opposition is thus recommended.

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


Vote Cast: Oppose

8.A. Approve the Employment Contract between the Company and Liu Ming HuiExecutive Chairman. A term of 10 years has been proposed. A monthly salary of HKD 600,000 is proposed along with a discretionary bonus in accordance withthe performance of the Company in the preceding financial year. Discretionary powers by the Board are not considered appropriate. The performance criteria areundisclosed, which is against best practice. Furthermore, it is a generally accepted norm of good practice that the Chairman of the Board should act with a properdegree of independence from the Company’s management team when exercising his or her oversight of the functioning of the Board. Holding an executive position isincompatible with this. Based on these concerns, opposition is recommended.

Vote Cast: Oppose

8.B. Approve the Employment Contract between the Company and Huang YongExecutive Director. A term of 10 years is proposed. A monthly salary of HKD 550,000 is proposed along with a discretionary bonus in accordance with the performanceof the Company in the preceding financial year. Discretionary powers by the Board are not considered appropriate. The performance criteria are undisclosed, which isagainst best practice. Opposition is recommended.

Vote Cast: Oppose

8.C. Approve the Employment Contract between the Company and Zhu WeiweiExecutive Director. A term of 10 years is proposed. A monthly salary of HKD 250,000 is proposed along with a discretionary bonus in accordance with the performanceof the Company in the preceding financial year. Discretionary powers by the Board are not considered appropriate. The performance criteria are undisclosed, which isagainst best practice. Opposition is recommended.

Vote Cast: Oppose

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8.D. Approve the Employment Contract between the Company and Ma JinglongExecutive Director. A term of 10 years is proposed. A monthly salary of HKD 200,000 is proposed along with a discretionary bonus in accordance with the performanceof the Company in the preceding financial year. Discretionary powers by the Board are not considered appropriate. The performance criteria are undisclosed, which isagainst best practice. Opposition is recommended.

Vote Cast: Oppose

DXC TECHNOLOGY COMPANY AGM - 10-08-2017

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:CDD. Based on this rating, it is recommended that shareholders oppose.


5. Approval of the Material Terms of Performance Goals under 2017 Omnibus Incentive PlanThe Company has put forward a resolution requesting shareholders to approve the material terms of the performance goals under which compensation may be paidunder the DXC Technology Company 2017 Omnibus Incentive Plan.Plan Summary: The Incentive Plan permits the Company to grant options to purchase shares of common stock, stock appreciation rights ("SARs"), restricted stock,restricted stock units ("RSUs") and cash awards. Awards may be structured as performance awards subject to the attainment of one or more performance goals.Performance awards may be in the form of performance-based RSUs or PSUs, restricted stock, options, SARs or cash awards. All employees of DXC and itssubsidiaries are eligible for awards under the Incentive Plan. In addition, holders of employee equity awards granted under one or more HPE equity incentive plansand employee equity awards granted under one or more CSC equity incentive plans are eligible to participate in the Incentive Plan. The maximum number of shares ofcommon stock as to which awards may be granted under the Incentive Plan is 34,200,000 shares. Under the Incentive Plan, no employee may be granted, in any fiscalyear period: options or SARs that are exercisable for more than 1,000,000 shares of common stock; stock awards covering more than 1,000,000 shares of commonstock; or cash awards or RSUs that may be settled solely in cash having a value greater than $10,000,000. Spinoff Awards and CSC Rollover Awards are disregardedfor purposes of applying these limitations.The Incentive Plan will be administered by the Compensation Committee which has the power to interpret the Incentive Plan,establish rules for the administration of the Incentive Plan, select the persons who receive awards, determine the number of Shares subject to the awards, and establishthe terms and conditions of the awards.As performance conditions may be attached to awards at the Committee’s discretion, there are concerns that the Committee will have considerable flexibility in thepayout of discretionary awards and as a result awards may not be subject to robust enough performance targets, and be insufficiently challenging. Furthermore, theproposed individual limit is considered excessive. As a result an oppose vote is recommended.


1e. Elect J. Michael LawrieChairman 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

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of 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.


2. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 37.50% of audit fees during the year under review. This level of non-audit fees raises some concerns about theindependence of the statutory auditor. Including their tenure at CSC, the current auditor has been in place for more than ten years. There are concerns that failure toregularly rotate the audit firm can compromise the independence of the auditor.


VEDANTA RESOURCES PLC AGM - 14-08-2017

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.There are important concerns over the significant number of fatalities recorded over the past few years. It is noted that 7 fatalities were recorded in the year underreview. It is a decrease from last year’s tally of 12. However, with 19 fatalities over the past two years, this is considered a failure of the Health & Safety policy. Anoppose vote is therefore recommended.


2. Approve Remuneration PolicyThere are no material changes to the existing policy approved at the 2014 Annual General Meeting (AGM). This is rather disappointing considering some of the concernsraised over the existing remuneration structure during the past years have not been considered under the proposed policy. For instance, Executives’ maximum potentialopportunity is equivalent to 300% of salary, which is considered excessive. There are also important concerns about certain features of the Performance Share Plan(PSP). The PSP is subject to a single performance measure (relative TSR) contrary to best practice. It is recommended for long term incentives to be assessedagainst multiple performance conditions that operate interdependently and also to be appropriately linked to non-financial metrics. The performance period of the PSPis also not considered sufficiently long term at three years. However, the additional two-year post vesting period is appropriate. No schemes are available to enableall employees to benefit from business success without subscription. Finally, there are some concerns over the Company’s termination policy. The RemunerationCommittee can use upside discretion to dis-apply time pro-rating on outstanding share incentives for a good leaver, which is not acceptable. Best practice wouldrequire all unvested awards to be subject to performance conditions and pro-rated for time served.Rating: ADB


6. Re-elect Anil AgarwalExecutive Chairman. 6 months rolling. Mr Agarwal has executive responsibilities and is a former CEO of the Company. He is also co-founder of the Company and a

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majority shareholder through Volcan Investments Limited, which holds 69.39% of the Company. It is noted Mr Agarwal participates in the Company’s annual incentiveschemes, contrary to best practice. Given the role of the chair and Non-Executives in holding the executive management accountable, the role of the Board Chairmanshould be clearly separated from that Executive responsibilities to ensure fair and independent judgement of management. The Company have set out a de factodivision of responsibilities between the CEO and Chairman. However, he is controlling shareholder of the Company, which can be considered as a conflict of interestand raises concerns over insufficient representation for minority shareholders. Based on these concerns, an oppose vote is recommended.


13. Appoint the AuditorsEY proposed. Non-audit fees represented 40.91% of audit fees during the year under review. This level of non-audit fees raises some concerns about the independenceof the statutory auditor.






JOHN LAING ENVIRONMENTAL ASSETS GROUP LTD AGM - 16-08-2017

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 is £300,000 of which £240,000 was utilised in the year under review. Directors’ remuneration does not comprise any performance-relatedelement, which is welcomed. The proposed increase in individual fees during the year under review is considered appropriate. However, each Director received anadditional £5,000 for fundraising carried out during the year. Such discretionary payments are not supported. Based on this concern, an oppose vote is recommended.

Vote Cast: Oppose

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4. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 55.21% of audit fees during the year under review and 39.13% on a three-year aggregate basis. This level of non-auditfees raises major concerns about the independence of the statutory auditor.

Vote Cast: Oppose

SEABIRD EXPLORATION LTD EGM - 17-08-2017

1. Approve Authority to Increase Authorised Share CapitalAuthority is sought to issue up to 100,000,000 (approximately 147% of the current authorized share capital) shares for general corporate purposes, restructuring ofdebt and general capitalization of the Company. Authority is with pre-emptive rights to an amount of more than 50% of the authorized share capital, which is deemedexcessive. Opposition is recommended.

Vote Cast: Oppose

2. Authorise the Board to Waive Pre-emptive RightsThe Board proposes the exclusion of pre-emption rights in relation to the issuance and allotment of up to 100,000,000 ordinary shares which deemed excessive. Inaddition, the purpose of the increase remains unclear. Opposition is recommended.

Vote Cast: Oppose

CIA SANEAMENTO BASICO ESTADO SAO PAULO EGM - 21-08-2017

2. Elect Lucas Navarro PradoNon-Executive Director. Not considered to be independent as he has been advisor to the CEO of the company between 2007 and 2009, and Legal Director until2011. There is no evidence that Mr. Navarro Prado has provided legal services to the Company, as a contractor, since 2011. However, the cool-off period is deemedinsufficient.There is insufficient independent representation on the Board.

Vote Cast: Oppose

LUK FOOK HLDGS AGM - 23-08-2017

3.1.A. Re-elect Wong Wai SheungChairman and Chief Executive. Combining the two roles in one person represents a concentration of power that is potentially detrimental to board balance, effectivedebate, and board appraisal. An oppose vote is recommended.

Vote Cast: Oppose

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3.1.C. Re-elect Li Hon Hung, MHNon-Executive Director. Not considered independent based on Company’s own assessment. The Company has not disclosed the reason for his non-independence.There is insufficient tindpendent representation on the Board.

Vote Cast: Oppose

3.1.D. Elect Tai Kwok Leung, AlexanderNon-Executive Director. Not considered independent owing to a tenure of over nine years. There is insufficient independent representation on the Board.

Vote Cast: Oppose


Vote Cast: Oppose


Vote Cast: Oppose

IOMART GROUP PLC AGM - 23-08-2017

2. Approve the Remuneration ReportThe performance conditions on all annual incentive schemes are stated, which is welcomed. However, retrospective targets on both the annual bonus and LTIP arenot disclosed. Executives’ maximum opportunity under all incentive schemes amounts to 245% of salary, which is excessive. It is noted that both the annual bonusand LTIP are assessed using the same performance metric (Group adjusted EBITDA), which in turn rewards Executives twice for similar performance. In addition, theLTIP is measured over a three year performance period which is not considered sufficiently long term. Moreover, there is no post-vesting holding period applied tothe LTIP. The CEO’s total variable opportunity is considered acceptable at 70% of salary. However, it is noted that the CEO received benefits entitlements equivalentsto 127.58% of salary in the year under review. Although this includes opportunity under the Employee Share-save plan, it is still considered excessive given otheravailable opportunities under the annual incentive schemes. Finally, Non-executive Directors are eligible to participate under the Company’s Share-save Plan, whichis not supported. As a matter of good governance, Non-Executive Directors should not be recipients of any share awards operated by the Company. Based on theseconcerns, an oppose vote is recommended.

Vote Cast: Oppose

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1. Receive the Annual ReportDisclosure 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 best practice for the remuneration report to be submitted to a shareholder vote. While it is pleasing tonote the Company has done so, concerns are raised over the insufficient level of disclosure provided in the remuneration report. In addition, the Chairman sits on allthree Committees, which is considered inappropriate given his affiliation to the management of the Company. An abstain vote is therefore recommended.

Vote Cast: Abstain

7. Appoint the AuditorsGrant Thornton UK LLP proposed. Non-audit fees represented 17.42% of audit fees during the year under review and 13.87% on a three-year aggregate basis. Thislevel of non-audit fees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than ten years.There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

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

Vote Cast: Abstain


Vote Cast: Oppose


Vote Cast: Oppose

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STADA ARZNEIMITTEL AG AGM - 30-08-2017

3. Resolution formally approving the activities of the members of the Executive Board for financial year 2016Standard proposal. However, notwithstanding the concerns expressed in the previous AGM about the remuneration plan, the Company prosed remuneration plan whichdoes not meet guidelines. In addition, during the year under review the Company has paid EUR 5.89 million to Mr Hartmut Retzlaff, the former CEO, as severancepayment. The severance paid out to Mr Retzlaff represents 295% of his fixed salary, which exceeds the guidelines (maximum one year severance). On these basis,opposition is recommended.

Vote Cast: Oppose

4. Resolution formally approving the activities of the members of the Supervisory Board for financial year 2016Standard proposal. However, notwithstanding the concerns expressed in the previous AGM about the remuneration plan, the Company prosed remuneration plan whichdoes not meet guidelines. In addition, during the year under review the Company has paid EUR 5.89 million to Mr Hartmut Retzlaff, the former CEO, as severancepayment. The severance paid out to Mr Retzlaff represents 295% of his fixed salary, which exceeds the guidelines (maximum one year severance). On these basis,opposition is recommended.

Vote Cast: Oppose

6. Resolution on the approval of the system for the remuneration of members of the Executive BoardIt is proposed to approve the remuneration policy with an advisory vote. Variable remuneration appears to be consistently capped at 250% of fixed remuneration andthere are claw back clauses in place over the entirety of the variable remuneration, which is welcomed. However, the Company has not disclosed quantified targets orperformance criteria for its variable remuneration component, which may lead to overpayment against underperformance and the variable remuneration exceeds theguidelines (maximum 200% of fixed remuneration). On balance, opposition is recommended.

Vote Cast: Oppose

ESTACIO PARTICIPACOES EGM - 31-08-2017

1.C. Amend Article 37 Paragraph 2Due to insertion of two new articles, Article 37 will be renumbered as Article 39. It is proposed to increase the minimum value for a public offer (more than 20% of theshare capital) from 100% to 130% of the average of the value over the 90 days prior to the offer, or the share price of the last public offer over the prior 24 months,or the economic value of the Company, whichever is the greatest. The Company argues that the proposed value will be in favour of minority shareholders, as theCompany has no reference shareholder. However, it is considered that such premium may act as a hurdle for potential buyers, and will limit shareholders who arewilling to accept a lower price, although at market level. As such, the proposed level may serve to entrench the current management at the time of the public offer andthe potential offerer may prefer to negotiate with the Board, instead of making an offer to all shareholders. Overall, it is considered that issues such as public offersshould be regulated by local law and the market, and not within the Articles. On this basis, opposition is recommended.

Vote Cast: Oppose

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JBS SA EGM - 01-09-2017

3. Elect Gilberto Meirelles Xando Baptista as DirectorNon-Executive Director, not considered to be independent as he is President of Vigor Division at JBS S.A. There is insufficient independent representation on theBoard.

Vote Cast: Oppose

4. Rectify Remuneration of Company’s Management and Fiscal Council Members Previously Approved at the AGM on April 28, 2017It is proposed to review the total compensation approved at the 2017 AGM for directors and members of the Fiscal council. The Company proposes a decrease intoexecutive remuneration (as executives will pass from four to three) but an increase in the total remuneration. In particular, directors may receive variable remunerationin form of shares which would exceed the fees. Awarding variable payments to directors is not considered to be in line with best practice.

Vote Cast: Oppose

MICRO FOCUS INTERNATIONAL PLC AGM - 04-09-2017

4. Re-elect Kevin LoosemoreExecutive Chairman. As a matter of good corporate governance principle, a Chairman with executive responsibilities cannot be supported. However, the cleardivision of responsibilities at the head of the Company and the presence of a Senior Independent Director partially mitigate this concern. An abstain vote is thereforerecommended.






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2. Approve the Remuneration ReportDisclosure: The overall disclosure is considered acceptable. Performance conditions and outstanding targets of the annual bonus and the Long-term incentive planare adequately disclosed. All share incentive awards are fully disclosed with award dates and prices.Balance: The Executive Chairman’s total variable pay amounts to 439.19% of salary, which is considered excessive. The maximum award opportunity granted tothe Executive Chairman is also excessive at 350% of salary (Annual Bonus: 150% of salary; LTIP: 200% of salary). The Executive’s Chairman salary is consideredabove the upper quartile range of a peer comparator group, which raises concern over the excessiveness of his salary. However, However, the changes in ExecutiveChairman’s total pay over the last five years are also considered in line with Company’s TSR performance over the same period. The CEO to average employee pay isconsidered acceptable at 13:1.Rating: AC


3. Approve Remuneration PolicySome of the major changes to the policy include the increase in shareholding requirements from 150% of salary to 200% of salary for all executive directors and theintroduction of a deferral opportunity under the annual bonus. It is also pleasing to see that some of shareholders concerns, such as to allow the Additional ShareGrants (ASG) to be pro-rated for time and performance upon change of change control, were taken into account under the proposed policy.However, there are some concerns over the excessiveness of the overall remuneration structure. The maximum potential opportunity under all incentive schemesamounts to 350% of salary (excluding the ASG awards), exceeding the recommended limit of 200% of salary. There are also important concerns over certain featuresof annual incentive schemes. It is noted that the LTIP is assessed over a three year performance period, which is not considered sufficiently long term. Moreover,there is no additional holding period attached to the LTIP, contrary to best practice. It is also noted that both the LTIP and annual bonus are measured utilising a singleperformance metric. Best practice would require using at least two performance measures that are appropriately linked to non-financial metrics. It is also noted that theCompany operates an Additional Share Grant (ASG) scheme with the sole objective to award Executives following the completion of any material acquisition. Theseone-off payments based on corporate transactions are not considered an appropriate means of incentivising management. Also, the maximum opportunity under thisscheme is not capped as percentage of salary which in turn creates room for excessive payouts. Furthermore, the ASG scheme adds unnecessary complexity to theoverall remuneration structure.Finally, some aspects of the Company’s recruitment and termination policies are not in line with best practice. The maximum aggregate value of incentives (excludingbuyouts) on appointment is equivalent to 500% salary, which is considered excessive. It is also noted that the Remuneration Committee retains absolute discretion todetermine full vesting of outstanding share incentives in the event of termination and change of control.Rating: ADC


DS SMITH PLC AGM - 05-09-2017

5. Re-elect G DavisIncumbent Chairman. Independent on appointment. However, he is Board Chairman of two other FTSE 350 companies (William Hill plc and Wolseley plc). It isconsidered that a chair cannot effectively represent two corporate cultures. The possibility of having to commit additional time to the role in times of crisis is everpresent. Given this, a Chairman should focus his attention onto the only one FTSE 350 Company. An oppose vote is recommended.

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11. Re-elect K A O’DonovanIndependent Non-Executive Director. He is the Chairman of the Remuneration Committee. It is noted that the remuneration report received significant oppositionvotes for two consecutive years (2016: 12.23%; 2015: 17.6%). Prior to the 2016 AGM, the Committee engaged with shareholders to take into account concernsraised regarding certain aspects of Executives remuneration. The Company states that this feedback together with emerging relevant guidance was considered by theCommittee and formed part of the review of the new remuneration policy. However, it is not clear whether feedbacks considered in the review process were actuallyimplemented, as the proposed remuneration policy remains widely unchanged.


13. Appoint the AuditorsDeloitte proposed. Non-audit fees represented 14.29% of audit fees during the year under review and 16.67% 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.


16. Amend 2008 Performance Share PlanThe Board seeks amendments of the the DS Smith 2008 Performance Share Plan (PSP), which is due to expire in September 2018. The revised and renewed PSPrules are similar in all material respects to the existing PSP rules. The main difference being that awards may be granted until 5 September 2027.However, there are concerns over certain features of the PSP plan. The maximum opportunity under the PSP is equivalent to 300% of salary, which is consideredexcessive. In addition, there is an exceptional limit of 400% of salary for recruitment of Executives in an exceptional circumstance. This is also excessive consideringthe available annual bonus opportunity of 200% of salary. The PSP does not include any non-financial metrics and its performance conditions are not operatinginterdependently. Also, the three year performance period is not considered sufficiently long-term. The two-year holding period is however welcomed. Also,dividend accrued on vested shares are not supported. Furthermore, the Remuneration Committee retains the discretion not to pro-rate for time or waive performanceperformance conditions on outstanding PSP awards, which is not acceptable. Finally, LTIP schemes are not considered an effective means of incentivising performanceand are inherently flawed. There is the risk that they are rewarding volatility rather than the performance of the company. They are acting as a complex and opaquehedge against absolute company underperformance and long-term share price falls. They are also a significant factor in reward for failure. An oppose vote is thereforerecommended.


3. Approve Remuneration PolicyThe proposed policy remains widely unchanged, except for the introduction of a Performance Share Plan (PSP) award limit of 400% of salary in exceptional recruitmentcircumstance. Together with the annual bonus opportunity of 200% of salary, it yields an aggregate annual variable pay of 600% of salary, which is considered highlyexcessive.Furthermore, there are some concerns over the overall excessiveness of the remuneration structure. The CEO maximum potential opportunity under all incentiveschemes amounts to 425% of salary, more than two-folds of the recommended limit. Concerns also remain over certain features of the annual incentive schemes.The PSP is measured over a three- year performance period, which is not sufficiently long term. The additional two-year post-vesting period is however appreciated.

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The performance conditions on the PSP are solely linked to financial metrics, without any due consideration to non-financial KPIs such as ESG related measures. Inaddition, the PSP do not operate interdependently. It is also noted that both the annual bonus and PSP share same performance conditions in Return on AverageCapital Employed (ROACE), which in turn reward Executives twice for similar performance. This is not acceptable, considering also the higher weightings allocated tothis performance metric under both plans. The payment of accrued dividends on vested shares is not supported. Best practice would require dividend accruals afterthe vesting date and not the the period between grant date and vesting date.Finally, the Termination Policy provides the Remuneration Committee with the discretion to waive performance conditions and dis-apply time pro-rating on outstandingshare incentives for a good leaver. Such use of discretion is not acceptable.Rating: ADD


4. Approve the Remuneration ReportDisclosure: Performance conditions and targets for both Annual Bonus and long term incentives are disclosed. All share incentive awards are fully disclosed withaward dates and prices.Balance: The CEO’s variable pay is equivalent to 504.67% of salary (Annual Bonus: 90.67%; LTIP: 414%) which is excessive. The high value of LTIP is partly relatedto the vesting of the 2014 share matching plan (SMP) awards, representing 38.7% of LTIP awards vesting during the year. The SMP, however, has been discontinuedsince 2014. The ratio of CEO pay compared to average employee pay is also considered not appropriate at 43:1. The CEO’s salary is considered above the upperquartile of a peer comparator group, which raise serious concerns over the excessiveness of his salary. However, the changes in CEO total pay under the last fiveyears are considered in line with changes in TSR during the same period.Rating: AC






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NOBLE GROUP LTD EGM - 05-09-2017

1. Approve DisposalApproval is sought for the disposal of Noble Americas Gas & Power Corp (NAGP) , pursuant to the terms of the Stock Purchase Agreement entered into betweenNoble Americas Corp (NAC), an indirect wholly-owned subsidiary of the Company, NAGP and the Company, under which NAC has agreed to sell and Mercuria EnergyAmerica, Inc has agreed to purchase, all of the issued and outstanding capital stock of NAGP.The consideration comprises: (i) the Net Working Capital at the date of the completion of the proposed disposal (the Closing Date); (ii) minus US$65 million; and (iii)minus the Closing Date Indebtedness. In this regard, it is anticipated that NAGP will carry out a capitalisation of all outstanding inter-company loans prior to Closing.The proposed disposal is part of the strategic review under the direction of the new Chairman Mr. Paul Jeremy Brough, which has explored several alternatives,including the sale of an interest in the Company or its subsidiaries or disposals of parts of its business, with a view to maximising value for the benefit of the Company’sstakeholders and to best position the Company for the challenges and opportunities facing the commodities trading industry. The strategic review was also undertakenin the context of managing the Company’s short-term liquidity challenges, while at the same time formulating a plan for the turnaround of the Company’s business. Itis expected that the net proceeds will be utilised towards debt repayment.Such proposals are considered on the basis of whether they have been adequately explained, and whether there is sufficient independent oversight of the recommendedproposal. The circular contains sufficient details of the transaction. However, there is insufficient independent representation on the Board which does not provideassurance that the decision was taken with appropriate independence and objectivity. Abstention is recommended.

Vote Cast: Abstain

JUPITER GREEN INVESTMENT TRUST PLC AGM - 05-09-2017

7. To re-appoint the Auditors: haysmacintyrehaysmacintyre proposed. No non-audit fees were paid during the year under review and non-audit fees represented 2.38% of audit fees on a three-year aggregatebasis. This level of non-audit fees does not raise serious concerns about the independence of the statutory auditor. 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. A vote to oppose is thereforerecommended.

Vote Cast: Oppose

SEVERFIELD PLC AGM - 06-09-2017

3. Approve Remuneration PolicyOverall disclosure is satisfactory and the Company’s contract policy is in line with best practice.However, there are still concerns over the excessiveness of the proposed remuneration policy. Maximum potential payout under all incentive plans is consideredexcessive as it can amount up to 250% under exceptional circumstances. The shareholding requirement for Executive Directors is considered sufficient enough tobring about better alignment with shareholders’ interests. The three-year performance period for the newly proposed LTIP is not considered sufficiently long-term andno post vesting holding period applies. It is unclear whether the Company is using more than one performance condition as currently the awards seem to be onlysubjected to Earning Per Share. The use of a single performance criterion is not supported as it risks encouraging excessive focus on one measure of performance. All

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long term incentives should be be designed with more than one performance condition with a concurrent operation, one based on relative performance and the otheron an absolute measure. Similarly, share schemes long-term performance measures should be linked to non-financial KPIs.Rating: ADB






21. Approve the Severfield Performance Share Plan 2017Shareholders are being asked to approve the Severfield Performance Share Plan 2017. Under the plan, the CEO and other executives will be awarded rights toshares, which will start vesting after three years from the date of award. The total potential maximum award exceed the 200% of the fixed salary in aggregate with theannual bonus, which is against best practices. In addition, performance of participants in Severfiel PSP is assessed over a three-year period, which is not consideredsufficiently long term.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.


22. Approve Increase in Non-executives FeesAuthority is sought to increase the limit of the aggregate remuneration cap for each non-executive director from GBP 150,000 to GBP 200,000. In view of the increasingtime commitment involved and in line with market trends, the Board believes it is appropriate to support the increaseIt is noted that the Company intends to increase the Chairman fee from GBP 100,000 to GBP 175,000 which represent a 75% increase and is considered excessive.The Company has justified the increase as Mr Dodds was appointed in the temporary role of Executive Chairman as Mr Lawson, the current CEO, is absent throughill-health. However, the purpose of the limit is to act as a barrier for excessive fee increases. While the increase in the Chairman’s fee due to his temporary role can besupported, using the same limit for all directors is a cause of concern in case of future increases. On this basis, it is recommended shareholders abstain.

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GOOD ENERGY GROUP PLC EGM - 06-09-2017

1. Shareholder Resolution: To elect Dale VinceThis is a shareholder resolution proposed by Ecotricity, a direct competitor of Good Energy, which owns 25.3% of the Company’s issued capital. Ecotricity seeks theapproval of the appointment of Dale Vince, its founder, sole recorded shareholder and Chief Executive Officer (CEO) as a non-independent director on the Board ofthe Company.Proponent Supporting Arguments: Ecotricity stated that its action to appoint representatives on the Board is motivated by the Company’s poor performance,corporate governance and related party transactions.Board Opposing arguments: The Board has vehemently rejected the claims made by Ecotricity surrounding the company’s performance, corporate governance andrelated transactions issues. The Board believes that Good Energy has a robust corporate governance structure in place, going beyond AIM disclosure requirements.The Board also re-affirmed that transactions with related parties are full disclosed, in line with best practice and AIM rules, and has created significant value toshareholder through agreements with related parties. The Company stated that it has has delivered consistent revenue, gross profit EBITDA and customer growth forthe last five years underpinned with a strong balance sheet, diversified funding strategy and healthy cash generation. The Board believes that Ecotricity could use theirBoard seats to disrupt the business of Good Energy, negatively impacting the value of the Company’s shares and also the the short-term and long-term interest ofshareholders. The Company also believes that Mr. Dale Vince does not have any public company board experience and would not meet the criteria set by the GoodEnergy Board for a director. In addition, both companies operate different business model and separate views on the required approach to the transition taking placein the UK energy market.Recommendation: Ecotricity has expressed an important concern over corporate governance issues in the Company. Currently, only 40% of the Board is consideredindependent (excluding the Chairman), which raises concern over the level of independent representation on the Board. It is considered that an independent Board iscrucial for the effective and independent oversight of management as well as seeking the interest of all shareholders. Whilst we acknowledge this concern, we disagreewith Ecotricty’s view that the appointment of shareholder representatives on the Board is the most suitable approach to resolve this issue. In fact, the appointment ofMr. Daler Vale will serve only to reduce the level of independent representation on the board and weakens corporate governance structures in the Company. Also,shareholder representatives will not act independently on behalf all shareholders but rather represent their nominee’s interest which, in most cases, are detrimentalto minority shareholders. Finally, there is insufficient independent representation to offset the power of shareholder representatives on the Board. Based on theseconcerns, shareholders are advised to vote against this resolution.

Vote Cast: Oppose

2. Shareholder Resolution: To elect Simon CrowfootThis is a shareholder resolution proposed by Ecotricity, a direct competitor of Good Energy, which owns 25.3% of the Company’s issued capital. Ecotricity seeksapproval of the appointment of Simon Crowfoot, Managing Director of Ecotricity’s Electric Highway Division, as a non-executive director of the Company.In line with recommendations provided on resolution 1, shareholders are advised to vote against this resolution.

Vote Cast: Oppose

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HUTCHISON TELECOM HONG KONG EGM - 07-09-2017

1. Approve Sale and Purchase Agreement and Related TransactionsIt has been proposed to approve the sale and purchase agreement between the Company and Asia Cube Global Communications Limited, wholly-owned by afund managed by I Squared Capital, which is an independent global infrastructure investment manager focusing on energy, utilities, and transport in the Americas,Europe, and select high growth economies. Pursuant to the agreement, the Company agreed to sell its entire interest Hutchison Global Communications Limited, anindirect wholly-owned subsidiary of the Company to Asia Cube Global Communications Limited, together with an associated shareholder loan. The consideration wasdetermined after negotiation on an arm’s length basis with reference to the business prospects and financial performance of the HGC Group. The consideration to bepaid at closing will be an amount equal to HKD 14.5 billion in cash and will be adjusted to take account of External Debt, Cash, Working Capital and Capex Spend.The Company has agreed to procure that all inter-company loans (inclusive of any accrued interest) owed by the HGC Group to the Group will be novated to HGC andthe Company. Following the completion the outstanding principal and accrued but unpaid interest shall constitute the shareholder loan that will be transferred by theCompany to the purchaser.The Directors believe that transactions will enable the Company to focus its resources more effectively on its core business of providing mobile services to itscustomers. Furthermore, the Company believes the transactions will create value for Shareholders by unlocking the value of HGC, which has not been fully reflected inthe Company’s share price in recent years. The Company will also receive substantial proceeds, which will enable the Company to continue to invest and strengthenits leading market position in the mobile business, while maintaining a strong financial profile. The Company intends to use the proceeds from the transactions for itsgeneral working capital purposes and investment in the mobile business.Such proposals are considered on the basis of whether they are deemed fair, whether they have been adequately explained, and whether there is sufficient independentoversight of the recommended proposal. The circular contains sufficient details of the transaction. However, there is insuffiicient independent representation on theBoard. Opposition is recommended.

Vote Cast: Oppose

DART GROUP PLC AGM - 07-09-2017

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. There is also aserious governance concern as the Board comprises of only one Non-Executive Director, while the remainder are Executive Directors.

Vote Cast: Oppose

4. To re-appoint the Auditors: KPMG LLPKPMG proposed. Non-audit fees represented 50.00% of audit fees during the year under review and 66.67% on a three-year aggregate basis. This level of non-auditfees raises major concerns about the independence of the statutory auditor. The date of appointment of the current audit firm is undisclosed, meaning the length oftenure is not known. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose

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Vote Cast: Oppose


Vote Cast: Oppose

CARCLO PLC AGM - 07-09-2017

2. Approve the Remuneration ReportDisclosure: The overall disclosure is considered acceptable. Performance conditions and retrospective targets on both the annual bonus and PSP are clearly stated.Expected values are disclosed for all share incentive awards for each director.Balance: The CEO’s total variable pay in the year under review is considered acceptable at 150% of salary. The CEO salary is considered below the low quartile of apeer comparator group, which is appreciated. However, changes in CEO’s total pay over the last five years are not in line with the TSR performance of the Companyover the same period. The ratio of CEO pay to average employee pay is considered acceptable at 30:1.Rating: AC


3. Approve Remuneration PolicyThe proposed policy remain broadly unchanged, except for the introduction of a two-year post-vesting holding period which is welcomed.Notwithstanding some of the changes made to the policy, there are still concerns over the existing remunerations structure. The maximum opportunity is equivalentto 300% of salary in exceptional circumstance (200% of salary in normal circumstance), which is considered excessive. Also, the Performance Share Plan (PSP)is measured over a three year period, which is not considered sufficiently long term. The introduction of a two-year post-vesting period is however welcomed. ThePSP is not appropriately linked to non-financial measures and its performance conditions do not operate interdependently. The annual bonus is paid entirely in cash,which is not supported. Best practice would require at least 50% deferral into Company shares for over three years. In addition, schemes are not available to enableall employees to benefit from business success without subscription. Finally, the policy include an exceptional limit of 200% of salary under the PSP plan for therecruitment of Executives, which is not supported.Rating: AEC.


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4. Re-elect MJC DerbyshireChairman. Independent upon appointment. He is the Chairman of the nomination committee and no target has been set to increase the level of female representationon the Board. At present, there are no female directors on the Board which is considered inappropriate. Although, Carclo plc is a SmallCap Company, it is recommendfor all listed companies to set a target of female representation on the Board. Nevertheless, the Company explains that while it will continue to make all appointmentsbased on merit, the Company will look to follow the procedures recommended by the Davies Report and by the Code when new board appointments are made. Thismitigates some of of the concern raised above. An abstain vote is therefore recommended.


10. Appoint the AuditorsKPMG proposed. Non-audit fees represented 31.21% of audit fees during the year under review and 14.66% 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.


12. Approve the Carclo plc Performance Share Plan 2017The Company is seeking shareholder approval for the introduction of the 2017 PSP as a result of the expiration of the term of the 2007 PSP. The 2017 PSP will operatein broadly the same way as the current plan, but with certain changes to include a two-year vesting holding period, reflect current market practice and to include otheradditional company protections. The additional two-year holding period applied to the PSP is welcomed.However, there are some concerns over the current plan. The maximum potential opportunity under the plan amounts to 200% of salary in exceptional circumstances(100% of salary in normal circumstance), which is excessive. The PSP does not include any non-financial metrics and its performance conditions are not operatinginterdependently. Also, the three year performance period is not considered sufficiently long-term but the introduction of the holding period is welcomed. Finally, LTIPsare not considered an effective means of incentivising performance. These schemes are not considered to be properly long term and are subject to manipulation dueto their discretionary nature. Based on these concerns an oppose vote is recommended.





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DIXONS CARPHONE PLC AGM - 07-09-2017

2. Approve the Remuneration ReportDisclosure: The overall disclosure is considered acceptable. Performance conditions and targets for the annual bonus and LTIP have been disclosed. All shareincentive awards are fully disclosed with award dates and prices.Balance: The CEO’s total realised pay is not considered excessive as his sole reward was the annual bonus of 104% of salary. Awards made under the legacy SharePlan will vest in July 2017 (60%) and July 2018 (40%), subject to satisfaction of performance conditions. The first award under the LTIP 2016 was made during reviewperiod. However, each executive director received an award equivalents to 275% of salary, which is excessive. Also, the changes in CEO total pay over the pastfive years is not in line with changes in TSR performance over the same period. The ratio of CEO pay to average employee pay is considered inappropriate at 77:1.Furthermore, the CEO’s salary is considered above the upper quartile of a peer comparator group, which raise concern over the excessiveness of his salary.Rating: AD


11. Re-elect Lord Livingston of ParkheadNewly appointed Chairman. Independent upon appointment. He is also Chairman of Man Group Plc, another 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 Chairmanshould focus his 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 insufficient independentrepresentation on the Board.


14. Appoint the AuditorsDeloitte proposed. No non-audit fees were paid audit during the year under review. Non-audit fees however represented 7.55% on a three-year aggregate basis. Thislevel of non-audit fees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years.There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.


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SOPHOS GROUP PLC AGM - 07-09-2017

2. Approve the Remuneration ReportDisclosure: The financial targets for the Fiscal Year 2017 annual bonus are no longer considered commercially sensitive, and are disclosed in full, alongsideperformance against these targets. Performance conditions and targets for Long term incentives are also adequately disclosed. The improvements in disclosuresof short-term and long-term incentive targets are welcomed, as it demonstrates commitments to take into consideration shareholders’ concerns following significantopposition of the remuneration report at the 2016 Annual General Meeting (see additional information below).Balance: The changes in CEO total pay during the review period is considered in line with changes in TSR performance during the same period. The ratio of CEOpay compared to average employee pay is considered acceptable at 20:1. However, the CEO’s total variable pay in the year under review is equivalent to 232% ofsalary (Restricted Stock Units (RSU): 121% of salary; Annual Bonus: 111% of salary), which is excessive. Furthermore, it is noted that the CEO maximum opportunitygranted under the review period is also excessive at an aggregate of £2,457,000 or 353% of salary (PSU: 265% of salary; RSU: 88% of salary). It is considered thatthe Company should not use more than one incentive plan at the same time. Finally, the CEO’s salary is above the upper quartile range of a peer comparative group,which raises concern over the excessiveness of his salary.Rating: AD


4. Elect Rick MedlockIndependent Non-Executive Director. There are concerns over a potential conflict of interest between his role as an Executive in a listed company and membership ofthe remuneration committee. An abstain vote is recommended.


10. Re-elect Roy MackenzieNon-Executive Director. Not independent as he serves as a partner at by Apax Partners, LP, the largest shareholder of the group, which also appointed him to theBoard. There is insufficient independent representation on the Board.


11. Re-elect Steve MunfordNon-Executive Director. Not considered independent as he served as Sophos’ CEO from 2006 to 2012. There is insufficient independent representation on the Board.

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12. Re-elect Salim NathooNon-Executive Director. Not independent as he serves as a partner at Apax Partners, LP, the largest shareholder of the group, which also appointed him to the Board.There is insufficient independent representation on the Board.


14. 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.






23. Adopt New Articles of AssociationThe Board sought approval, among others, an amendment to the Articles amendment to increase the stated limit on the aggregate annual ordinary remunerationthat may be paid to non-executive directors from the current £310,000 to US$2,000,000. This reflects the fact that the aggregate ordinary remuneration payableto non-executive directors for the financial year ending 31 March 2018 (FY2018) has been set at US$1,062,500 and will allow the Company some headroom toaccommodate any future increases in the aggregate amount of such ordinary remuneration whether due to further appointments of non-executive directors or otherwise.The change in the currency that the Annual Limit is stated in reflects that non-executive directors’ remuneration is stated and paid, for the most part, in US Dollars andis to ensure no inadvertent breach to the Annual Limit in the future solely due to fluctuations in the Sterling to US Dollar exchange rate.Although we note that the existing headroom has been breached, the proposed limit is considered excessive at more than two-fold of the existing annual limit set in theIPO prospectus. Based on this concern, an oppose vote is recommended.


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BCA MARKETPLACE PLC AGM - 07-09-2017

4. Re-elect Avril Palmer-BaunackExecutive Chairman. 12 months rolling contract. The Chairman should meet the definition of independence upon appointment in order to effectively fulfil their duties.Given her role, in holding the executive management accountable, the Board Chairman should be a separate role to that of an Executive Director, who has operationalresponsibilities. There is no evidence of de facto division of responsibilities between the roles of Chairman and CEO. An oppose vote is recommended.

Vote Cast: Oppose


Vote Cast: Oppose


Vote Cast: Oppose

GREENE KING PLC AGM - 08-09-2017

2. Approve Remuneration PolicyThe key change in the 2017 remuneration policy is that the Committee set an equal weighting between the annual bonus plan and the LTIP, with the maximumopportunity under each plan set at 150% of base salary.Maximum potential award under all incentive schemes for the CEO is considered excessive as it can amount to 300% of his salary, which is above the acceptablethreshold of 200% of salary. Further, there are some concerns over pension contribution excessiveness. Contrary to best practice, LTIP are determined solely byfinancial metrics and no performance conditions operate interdependently. Upon termination, the Committee can use upside discretion to disapply pro-rata vesting ofLTIP awards and remove performance conditions which is not acceptable. There is also limited disclosure with regard to the treatment of outstanding incentive awardsupon a change of control. Malus and clawback provisions are in place for the bonus and LITP awards.Rating: ACC


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3. Approve the Remuneration ReportOverall disclosure is adequate. The changes in CEO total pay under the last five years are considered in line with changes in TSR during the same period. The CEO’svariable pay, which represents 43.2% of salary, is considered acceptable. However the ratio of CEO pay compared to average employee pay is however consideredinappropriate at 69:1. There are also concerns over the excessiveness of the CEO’s salary which is in the upper quartile of its peer group.Rating: AC


10. Re-elect Philip YeaChairman. Independent upon appointment. He is the Chairman of the nomination committee and no target has been set to increase the level of female representationon the Board, which is currently insufficient at 14.3%. An oppose vote is therefore recommended.


12. Appoint the AuditorsEY proposed. No non-audit fees were paid during the year under review, however non-audit fees represented 86.67% of audit fees on a three-year aggregate basis.This level of non-audit fees raises major concerns about the independence of the statutory auditor. 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 the independence of the auditor.




ASHTEAD GROUP PLC AGM - 12-09-2017

2. Approve the Remuneration ReportDespite significant opposition of the resolutions to approve the Remuneration Implementation and approve the Remuneration Policy (25.8 and 28% oppositionrespectively), the Remuneration Committee does not seems to have taken significant measures to address shareholders concerns. The only amendment madeduring the year refers to the PSP leverage target, which only weight for 10% of the PSP award, which will reduce to two times net debt to EBITDA, averaged across theaward period. Concerns such as the increase in maximum variable opportunity have not been addressed. The 15% increase in CEO’s salary during the year underreview was carried forward although it is not in line with the changes in salary among the rest of the work force (+5%). The Remuneration Committee is also proposingto further increase the CEO by 3% for next year. In addition, the CEO’s variable pay, which represents 574% of salary, is considered excessive. The ratio of CEO paycompared to average employee pay is also considered inappropriate at 67:1. In addition, disclosure could be improved as the share prices at date of awards for all

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outstanding PSP awards are not stated.Rating: BD.


4. Re-elect Chris ColeIncumbent Chairman. Independent upon appointment. However, he is chairman of four other listed companies. This raises concerns about his external timecommitments, as the Chairman should be expected to commit a substantial proportion of his time to the role. An abstain vote is recommended.


11. Re-elect Lucinda RichesIndependent Non-Executive Director. It is noted that she is chairman of the remuneration committee. Concerns raised by shareholders over the Company’sremuneration arrangements and policy at last year’s AGM have not been addressed appropriately in this year’s remuneration report (as explained in resolution 2).As Chairman of the Remuneration Committee, she is held responsible to appropriately address shareholders concerns over remuneration-related, which is not thecase this year. An oppose vote is therefore recommended.


13. Appoint the AuditorsDeloitte proposed. No non-audit fees was during the year under review and the non-audit fees represented 3.64% of the audit fees on a three-year aggregate basis.This level of non-audit fees does not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than tenyears. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor. Opposition is recommended.


17. Issue Additional 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.




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SUPERGROUP PLC AGM - 12-09-2017

2. Approve the Remuneration ReportDisclosure: All elements of each director’s remuneration are disclosed. Past targets for the annual bonus are not disclosed as these are deemed commerciallysensitive. Outstanding share incentive awards are disclosed with award dates and prices.Balance: The CEO’s variable pay, which represents 395.5% of his salary, is considered excessive. The CEO salary is considered to be the highest among its peergroup. In addition, the changes in CEO total pay under the last five years are not considered in line with changes in TSR during the same period. The ratio of CEO paycompared to average employee pay is also considered inappropriate at 59:1.Rating: AE


3. Approve Remuneration PolicyOverall disclosure is satisfactory and the Company’s contract policy is in line with best practice. The proposed policy changes (see supporting information below) areconsidered positive overall but still considered insufficient as the remuneration structure remain excessive.There are still concerns over the excessiveness of the proposed remuneration policy. Maximum potential payout under all incentive plans is considered excessive as itcan amount up to 350% of the annual salary and up to 450% under exceptional circumstances. Maximum potential benefits are not disclosed and the deferral periodfor annual bonus in place is not considered adequate. In addition, all long term incentives share schemes measures should be linked to non-financial KPIs and operateinterdependently.Rating: ADB


14. Approve Political DonationsApproval sought to make donations to political organisations and incur political expenditure not exceeding GBP 150,000 in total. The Company did not make anypolitical 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 this authorityis considered excessive. An abstain vote is recommended.


17. Issue Shares for Cash for the purposes 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.


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MULBERRY GROUP PLC AGM - 12-09-2017

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

3. To re-elect Mr A C RobertsNon-Executive Director. Not independent as he is a director of Como Holdings (UK) Ltd which is owned by the controlling shareholders, Mr. Ong Beng Seng and Mrs.Christina Ong. In addition, he has served on the board for more than nine years. There is insufficient independent representation on the Board.

Vote Cast: Oppose

4. To re-elect Ms M OngNon-Executive Director. Not independent as she is the daughter of Mr. Ong Beng Seng and Mrs. Christina Ong, the controlling shareholders of the company. There isinsufficient independent representation on the Board.

Vote Cast: Oppose

5. To re-appoint the Auditors: Deloitte LLPDeloitte proposed. Non-audit fees represented 76.09% of audit fees during the year under review and 77.73% on a three-year aggregate basis. This level of non-auditfees raises major concerns about the independence of the statutory auditor. The date of appointment of the current audit firm is undisclosed, meaning the length oftenure is not known. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose


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Vote Cast: Oppose

VAN ELLE HOLDINGS PLC AGM - 12-09-2017

2. To re-appoint the Auditors: BDO LLPBDO LLP proposed. Non-audit fees represented 30.95% of audit fees during the year under review. This level of non-audit fees raises some concerns about theindependence of the statutory auditor. The current auditor has been in place for more than five years. There are concerns that failure to regularly rotate the audit firmcan compromise the independence of the auditor.

Vote Cast: Abstain


Vote Cast: Oppose

COMPAGNIE FINANCIERE RICHEMONT SA AGM - 13-09-2017

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.

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. In addition, he is member of Remgro andwas Vice Chairman of VenFin Limited, where Mr. Johann Rupert (the controlling shareholder by voting rights) is a significant shareholder and Chairman of the Boardof Directors. There is insufficient independent representation on the Board.

Vote Cast: Oppose

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4.3. Re-elect Jean-Blaise EckertNon-Executive Director, not considered to be independent as during the year under review, Lenz & Staehelin received fees totalling CHF 0.6 million from the Company,the Swiss legal firm which Mr. Eckert is a partner of. There is insufficient independent representation on the Board.

Vote Cast: Oppose

4.4. Re-elect Ruggero MagnoniNon-Executive Director, not considered to be independent as he is a partner of Compagnie Financiere Rupert, the controlling shareholder. There is insufficientindependent representation on the Board.

Vote Cast: Oppose

4.7. Re-elect Alan QuashaNon-Executive Director, not considered to be independent as he is the former CEO of North American Resources Limited, which is a past joint venture between theQuasha family and Richemont SA. There is insufficient independent representation on the Board.

Vote Cast: Oppose

4.9. Re-elect Jan RupertNon-Executive Director, not considered to be independent as he is a cousin of the Founder and Chairman. There is insufficient independent representation on theBoard.

Vote Cast: Oppose

4.10. Re-elect Gary SaageNon-Executive Director, not considered to be independent as he served as Chief Financial Officer of the Company until 31st July 2017. There is insufficient independentrepresentation on the Board.

Vote Cast: Oppose

4.19. Elect Anton RupertNon-Executive Director, not considered to be independent as he is the son of Johann Rupert, the Chairman of the Company. There is insufficient independentrepresentation on the Board.

Vote Cast: Oppose

6. Appoint the AuditorsPwC proposed. Non-audit fees represented 17.50% of audit fees during the year under review and 17.72% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than 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

8.1. Approve Fees Payable to the Board of DirectorsThe Company has proposed a prospective remuneration proposal, which means that the proposed amount will not be the actual amount to be paid, but only the totalremuneration cap. The voting outcome of this resolution will be binding for the Company.It is proposed to fix the Board’s remuneration until next AGM at CHF 8.4 million. The increase represent more than 10% and opposition is recommended.

Vote Cast: Oppose

8.2. Approve Maximum Aggregate Amount of Fixed Compensation of the Members of the Senior Executive CommitteeIt is proposed to approve the prospective fixed 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 fixed remuneration cap. 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 11 million (CHF 9.85 million was proposed last year). TheCompany submitted two separate proposals for Executives fixed and variable remuneration, which is welcomed. With this separation, if shareholders rejected thevariable compensation at a future potential retrospective proposal, the Company may nevertheless pay fixed salaries. The Ordinance Against Excessive Paymentsprovides that if compensation is not approved, it may not be paid. The increase represent more than 10%. Opposition recommended.

Vote Cast: Oppose

8.3. Approve Maximum Aggregate Amount of Variable Compensation of the Members of the Senior Executive CommitteeIt 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 12.31 million. Total maximum variable remuneration is under the200% of fixed remuneration and there are claw back clauses in place, which is welcomed. However, there are concerns as the Compensation Committee has discretionto increase annual bonus awards and the performance criteria are not previously quantified, which is contrary to best practice. In addition the Company operates threelong-term incentive plans, which has the potential for creating excessive compensation and confusion above the long-term remuneration practice. In light of the aboveconcerns, opposition is recommended.

Vote Cast: Oppose

XAFINITY PLC AGM - 14-09-2017

1. Receive the Annual ReportThe Company does not appear to have employment and environmental policies in place. No relevant, up-to-date, quantified, environmental reporting is disclosed.Additionally, the Company failed to disclose the proportion of women on the Board and in Executive Management positions. An oppose vote is recommended.


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3. Approve the Remuneration ReportThe Company has two Co-CEOs, Paul Cuff and Ben Bramhall. The Co-CEO, Paul Cuff, received £4,048,893 that relates to the Xafinity Incentive Share Plan 2013awards that were granted pre-Admission (and were therefore ’one-off’ in nature) that all vested at IPO. Such award without performance conditions and amountingto 1687% his salary, is unacceptable. It is noted that Ben Bramhall, the other Co-CEO, received a one-off payment under his bonus in lieu of a salary increase onhis promotion to Joint Managing Director on 1 April 2016. This discretionary payment amounts to £30,000 and is not considered appropriate. Also, the value of theExecutives’ maximum opportunity under all the incentive schemes is excessive at 300% of salary. Finally, the performance targets for the annual bonus for the yearunder review are not disclosed.Rating: BD.


4. Approve Remuneration PolicyThe maximum potential awards under all incentive plans for the Co-CEOs are excessive (300% of salary normally, 350% in exceptional circumstances). Theshareholding requirement does not include any specific time frame. No non-financial performance conditions are being used for the PSP, which is against bestpractice. The performance period is three years, which is not sufficiently long term. The PSP performance conditions are not operating interdependently. Dividendsequivalents are being paid on vested shares, which is not supported. Also, there is no mandatory deferral period on annual bonus, contrary to best practice.Finally, the Remuneration Committee maintains discretion to disapply time pro-rating on outstanding share awards upon termination. There is limited disclosure withregards to takeover provisions. A longer notice period can be given to new recruits, which is not supported. The exceptional awards limit under the PSP can lead toexcessive recruitment payouts.Rating: BDD


12. To re-appoint the Auditors: BDO LLPBDO LLP proposed. Non-audit fees represented 704.00% of audit fees during the year under review. This level of non-audit fees raises major concerns about theindependence of the statutory auditor. Opposition is recommended.





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MITON UK MICROCAP TRUST PLC AGM - 14-09-2017

7. To re-appoint the Auditors: Ernst & Young LLPEY proposed. Non-audit fees represented 58.06% of audit fees during the year under review and 137.50% on a three-year aggregate basis. This level of non-auditfees raises major concerns about the independence of the statutory auditor.

Vote Cast: Abstain

CHINA UNICOM (HONG KONG) LTD EGM - 15-09-2017

1. Approve Share Subscription ArrangementApproval is sought for the Share Subscription Agreement between the Company and China Unicom (BVI) Limited ("Unicom BVI") under which Unicom BVI agreedto subscribe for a maximum of 6,651,043,262 Subscription Shares in the Company. The Maximum Subscription Shares represent approximately 27.77% of the totalissued Shares of the Company and approximately 21.74% of the total issued Shares of the Company as enlarged by the issue of the Subscription Shares. Shares willbe offered at the Subscription Price of HK$13.24 per Subscription Share, which represents a premium of approximately 9.97% to the closing price of HK$12.04 perShare as quoted on the Stock Exchange as at the date of the Share Subscription Agreement or a premium of approximately 7.12% to the closing price of HK$12.36per Share as quoted on the Stock Exchange on the last full trading day immediately before the date of the Share Subscription Agreement. Shareholding dilution forpublic shareholders represents 5.57% of the Company share capital. Unicom BVI shareholding will increase from 40.61% to 53.52%, following the completion of theShare Subscription Agreement.The Proposed Subscription is part of the mixed ownership reform plan being implemented by Unicom Group under which Unicom A Share Company which owns 82.1%of Unicom BVI is giving focus on the development of its principal businesses, establish an innovative business model and further develop innovative businesses, so asto improve and enhance its overall efficiency and competitiveness and to achieve its strategic goals.The maximum net proceeds of the Proposed Subscription, after deduction of relevant expenses, will be approximately HK$88,056.81 million (equivalent to approximatelyRMB74,951.32 million). The Company has provided a detailed plan as to how these proceeds will be used.Such proposals are considered on the basis of whether they have been adequately explained, and whether there is sufficient independent oversight of the recommendedproposal. The circular contains sufficient details of the transaction. However, there is insufficient independent representation on the Board which does not provideassurance that the decision was taken with appropriate independence and objectivity. An oppose vote is therefore is recommended.

Vote Cast: Oppose

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DORIC NIMROD AIR TWO LIMITED AGM - 15-09-2017

1. Receive the Annual ReportWhilst there is no need for an institutional voting policy due to the Company’s investment objective, the Company does not provide any indication that ESG issues aretaken into account. The Company currently targets a distribution of 4.50p per Share per quarter (18p per annum). It is of note that the company has paid quarterlydividends during the period under review but no resolution has been put forward to approve the dividend or dividend policy. Based on these concerns, an oppose voteis recommended.

Vote Cast: Oppose

DORIC NIMROD AIR THREE LIMITED AGM - 15-09-2017

1. Receive the Annual ReportWhilst there is no need for an institutional voting policy due to the Company’s investment objective, the Company does not provide any indication that ESG issues aretaken into account. The Company currently targets a distribution of 2.0625p per Share per quarter (8.25p per annum). It is of note that the company has paid quarterlydividends during the period under review but no resolution has been put forward to approve the dividend or dividend policy. Based on these concerns, an oppose voteis recommended.

Vote Cast: Oppose

DORIC NIMROD AIR ONE LIMITED AGM - 15-09-2017

1. Receive the Annual ReportThe Company’s investment objective is to obtain income returns and a capital return for its shareholders by acquiring, leasing and then remarketing a single aircraft.Whilst there is no need for an institutional voting policy due to the Company’s investment objective, the Company does not provide any indication that ESG issues aretaken into account. The Company currently targets a distribution of 2.25p per Share per quarter (9p per annum). It is of note that the company has paid quarterlydividends during the period under review but no resolution has been put forward to approve the dividend or dividend policy. Based on these concerns, an oppose voteis recommended.

Vote Cast: Oppose

GEELY AUTOMOBILE HLDGS LTD EGM - 18-09-2017

1. Approve Joint Venture Agreement and Related TransactionsApproval is sought for the Joint Venture (JV) Agreement entered into by the Company, Zhejiang Haoqing Automobile Manufacturing Company Limited and Volvo Car(China) Investment Company Limited (VCI), pursuant to which Zhejiang Jirun, a subsidiary of the Company, Zhejiang Haoqing and VCI have conditionally agreed toform the Joint Venture Company to engage in the manufacturing and sale of vehicles under the Lynk & Co brand, and the provision of after-sale services relating

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thereto. Zhejiang Haoqing and VCI are indirectly controlled by Geely Holding, which in turn are beneficially wholly owned by Mr. Li and his associate. Mr. Li is anExecutive Director and a substantial shareholder holding approximately 44.11% of the total issued share capital of the Company.The JV Company shall acquire the 100% equity interests in Kai Yue, a non-wholly owned subsidiary of Geely Holding and the 100% equity interests in Lynk & CoSales, a non-wholly owned subsidiary of the Company.The registered capital of the JV Company shall be RMB7,500,000,000. Zhejiang Jirun, Zhejiang Haoqing and VCI shall subscribe to RMB3,750,000,000, RMB1,500,000,000and RMB2,250,000,000 in cash, which constitute 50%, 20% and 30% of the registered capital of the JV Company, respectively. The amount of capital contributionsto the JV Company was determined after arm’s length negotiation between the JV Parties, having taken into account the estimated capital requirements of the JVCompany. It is expected that (i) approximately RMB100,000,000 will be utilised for the acquisition of 100% equity interests in Lynk & Co Sales; ii) approximatelyRMB3,000,000,000 will be utilised for the acquisition of 100% equity interests in and the development of Kai Yue; and (iii) approximately RMB4,400,000,000 will beutilised for the transfer/development of the technologies for the Lynk & Co 01 Model, the Lynk & Co 02 Model and the Lynk & Co 03 Model.The Board considers that the JV Formation will allow the Company, through its 50% equity interests in the JV Company, to participate in the operation of the Lynk &Co business, which will be marketed globally striving towards a premium position, and is expected to broaden the income stream of the Group and further strengthenthe Group’s market position in the automobile market.Such proposals are considered on the basis of whether they have been adequately explained, and whether there is sufficient independent oversight of the recommendedproposal. The circular contains sufficient details of the transaction. However, there is insufficient independent representation on the Board, which does not provideassurance that the decision was taken with appropriate independence and objectivity, particularly as the controlling shareholder who has interests in the Transaction,sits on the Board. As abstention is not a voting option, an oppose vote is recommended.

Vote Cast: Oppose

UTILICO EMERGING MARKETS LIMITED AGM - 18-09-2017

2. Receive the Annual ReportAn adequate institutional voting policy is disclosed and the company indicates that ESG matters are taken into account in investment decisions.Company secretarial duties are undertaken by an employee of ICMIM, which is also the Investment Manager of the Company. When correspondence concerninggovernance matters is handled by individuals employed by the management company it can lead to issues of divided loyalty. There is evidence that the Company hasa clear policy allowing shareholders to communicate directly with the Board without the intervention of the investment manager.There was no dividend or dividend policy put to vote although the company paid interim dividends during the year, which is considered inappropriate. The legaldefinition for investment companies permits payments of dividend regardless of capital reserves. It is therefore considered that shareholder consent to dividend is anecessary safeguard and should be sought accordingly.


6. Elect G A MadeirosNon-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. Elect S HansenNon-Executive Director. Not considered independent due to her directorship of RESIMAC Limited, which has the same majority shareholder as the Investment Manager.A director with significant links to the investment advisor cannot be supported on the Board. An oppose vote is therefore recommended.


8. Elect G P D MilneNon-Executive Deputy Chairman. Not considered independent as he was first appointed as a Non-Executive Director from 2005 to 2010. Mr Milne resigned in 2010as he was chairman of Westhouse Holdings Limited, the holding company of the Company’s broker, Westhouse Securities Limited. He was previously a consultant tothe Board. He stepped down from the board of Westhouse Holdings in November 2014. There is insufficient independent representation on the Board.


MERCIA TECHNOLOGIES PLC AGM - 18-09-2017

2. Approve the Remuneration ReportThe CEO total variable pay during the review period is considered acceptable at 35% of salary. The maximum award granted under the Company Share Option Plan(CSOP) is also not excessive at 100% of salary. The newly adopted remuneration policy include the increase in annual bonus opportunity of executives from 25%to 100% of salary, and the introduction of a Carried Interest Plan (CIP) which allocate 10% carried interest to senior executives and investment team. In addition,the Company has implemented a Phantom Carried Interest Plan ("PCIP") which also allocate 10% carried interest in respect of direct investments which the Groupacquired shortly before Admission and those new direct investments made in the post IPO period. If performance conditions under all these plan are achieved, it wouldlead to payouts in excess of the 200% of salary threshold. Also, the use of multiple of incentive schemes adds unnecessary complexity to the overall remunerationsstructure. On balance, an abstain vote is recommended.

Vote Cast: Abstain

6. To re-appoint the Auditors: Deloitte LLPDeloitte proposed. No non-audit fees were paid during the review period. Non-audit fees represented 53.33% on a three-year aggregate basis. This level of non-auditfees raises major concerns about the independence of the statutory auditor.

Vote Cast: Oppose


Vote Cast: Oppose

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Vote Cast: Oppose

MARLOWE PLC AGM - 19-09-2017


Vote Cast: Oppose


Vote Cast: Oppose


Vote Cast: Oppose

AGGREGATED MICRO POWER HOLDINGS PLC AGM - 19-09-2017


Vote Cast: Oppose

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2. To re-appoint the Auditors: BDO LLPBDO LLP proposed. No non-audit fees were paid during the review period. Non-audit fees represented 124.85% on a three-year aggregate basis. This level ofnon-audit fees raises major concerns about the independence of the statutory auditor.

Vote Cast: Oppose

4. To re-elect Neil EckertExecutive Chairman. As a matter of good corporate governance principle, a Chairman with executive responsibilities cannot be supported. However, the cleardivision of responsibilities at the head of the Company and the presence of a Senior Independent Director partially mitigate this concern. An abstain vote is thereforerecommended.

Vote Cast: Abstain

12. Amend Existing Long Term Incentive PlanThe Board seeks the amendment and extension of the Aggregated Micro Power Holdings plc Enterprise Management Incentive Plan to allow the grant of share optionsto non-executive directors and other providers of services to the Company, provided that the maximum number of the Shares which may be issued or are issuableunder the Plan and any other share scheme operated by the Company during the ten year period after the date of Admission of the Company’s shares to trading onAIM shall not exceed 10 per cent. of the issued ordinary share capital of the Company from time to time.The award of stock options to non-executive directors is not supported and contradicts market best practice. Non-executives directors are responsible for providing fairand unbiased judgement of the Board and management on behalf of shareholders. As a result, the provision of any share incentives will promote conflict of interestand hence undermine the interest of shareholders on the Board. In addition, other providers of services are considered non-employees of the Company and thereforeshould not have any interest in the Company’s share incentive schemes. Based on these concerns, an oppose vote is recommended.

Vote Cast: Oppose


Vote Cast: Oppose


Vote Cast: Oppose

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NORTHGATE PLC AGM - 19-09-2017

4. Approve Remuneration PolicyThe proposed changes to the new policy have been disclosed (see supporting information below). While some changes are considered positive (increase inshareholding requirement or post-vesting holding period), other raises concerns. The amendments to the CEO’s annual bonus targets technically increases theamounts to be received by the CEO for threshold and target performance. Also, the payment of dividend equivalents on Long-Term Incentives (LTI) awards is notsupported.In addition, significant concerns remain with regard to the proposed remuneration policy. The total potential awards under all the incentive schemes can amount to300% of salary (400% exceptionally) which is excessive. There is no evidence that payout under both incentive plans is possible unless at least two performanceconditions achieved. The LTI performance conditions do not include non-financial conditions. The LTI performance period is three years, which is not consideredsufficiently long term.Upon recruitment, the Company can use the exceptional award limit available under the LTI, which is not supported. On termination, the remuneration committee canuse upside discretion to disapply time pro-rata vesting on outstanding LTI award, contrary to best practice.Rating: ADC


8. Elect AJ AllnerNon-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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ALCENTRA EUROPEAN FLOATING RATE INCOME FUND AGM - 20-09-2017

6. Appoint the AuditorsKPMG proposed. No non-audit fees were paid during the year. Non-audit fees represented 12.48% on a three-year aggregate basis. This level of non-audit fees doesnot raise serious concerns about the independence of the statutory auditor. The current auditor has been in place for more than five years. There are concerns thatfailure to regularly rotate the audit firm can compromise the independence of the auditor.


DIAGEO PLC AGM - 20-09-2017

2. Approve the Remuneration ReportOverall disclosure is in line with best practice. The increase in CEO salary (+2%) is in line with the average salary increase for US and UK workforce (+4%). Theaverage change in CEO pay over the last five years is considered in line with the Company’s TSR performance over the same period. The variable pay of the CEOfor the year under review is not deemed excessive at 136.6% of his salary. However, the current maximum award opportunity under the DLTIP for the CEO, based onawards made during the year, is £9,155,906 (USD 11,628,000), which represent 750% of his salary and is considered highly excessive. Also, the ratio between theCEO pay and the average employee pay has been estimated and is found inappropriate at 68:1. Finally, the CEO’s salary is considered to be the highest among itspeer group (FTSE 100 - Consumer Goods industry).Rating: AC.


3. Approve Remuneration PolicyThe proposed changes to the remuneration policy are considered positive (see supporting information below) but insufficient to support the proposal. The reductionin the maximum cap for pension contributions is welcomed but not sufficient. It is considered that the CEO should have reduced pensions entitlements further (downto 30% of salary from 40%) to align with the policy level (20% of salary). More importantly there are major concerns over the excessiveness of the variable pay forthe Executive Directors as the CEO’s maximum potential award under all the incentive schemes is 700% of his salary. Disclosure of the maximum cap under theDiageo Long Term Incentive Plan (DLTIP) could be improved as it is not clear that options and performance shares are subject to the same 500% salary cap. Thereis no deferral requirement for the annual bonus which is contrary to best practice. Also, the Company can award both options and performance shares under theDLTIP which is not supported as it adds unnecessary complexity to the remuneration structure. The three-year performance period for the DLTIP is not consideredproperly long-term, even though the two year holding period is welcomed. The DLTIP performance conditions do not operate interdependently and are not linked toany non-financial metric. The payment of dividend equivalents on vested shares is also not supported. Finally, the discretion given to the Committee to dis-apply timepro-rating on outstanding DLTIP awards for good leavers or in case of termination upon a change of control is considered inappropriate.Rating: AEB.



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19. Approve Political DonationsAlthough the aggregate limit sought (£100,000) is within acceptable limits, the company has made donations in North America which are deemed to be political duringthe year. The Group made political donations of £400,000 to federal and state candidates and committees in North America. This raises concerns about the potentialpolitical donation which could be made by the Company under this authority. An oppose vote is therefore recommended.


SINOPHARM GROUP CO EGM - 20-09-2017

1. Re-elect Li Zhiming as Director and Authorize Board to Enter Into the Service Contract With HimChairman and Chief Executive. Combining the two roles in one person represents a concentration of power that is potentially detrimental to board balance, effectivedebate, and board appraisal. An oppose vote is recommended.

Vote Cast: Oppose

2. Re-elect Chen Qi Yu and Authorize Board to Enter Into the Service Contract With HimNon-Executive Vice Chairman. Not considered to be independent as he serves as General Manager of Sinopharm Industrial Investment Co., Ltd, one of the subsidiariesof the Company. He has served on the Board for more than nine years. There is insufficient independent representation on the Board. An oppose vote is recommended.

Vote Cast: Oppose

3. Re-elect She Lulin and Authorize Board to Enter Into the Service Contract With HimNon-Executive Director. Not considered to be independent as he held executive positions at China National Pharmaceutical Group, the controlling shareholder of theCompany. There is insufficient independent representation on the Board. An oppose vote is recommended.

Vote Cast: Oppose

4. Re-elect Wang Qunbin and Authorize Board to Enter Into the Service Contract With HimNon-Executive Director. Not considered to be independent as he serves on the board of Shanghai Fosun Pharmaceutical (Group) Co., Ltd, a substantial shareholder ofthe Company. He has served on the Board for more than nine years. There is insufficient independent representation on the Board. An oppose vote is recommended.

Vote Cast: Oppose

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5. Re-elect Ma Ping and Authorize Board to Enter Into the Service Contract With HimNewly appointed Non-Executive Director. Not considered to be independent as he serves on the board of China National Pharmaceutical Group, the controllingshareholder of the Company. There is insufficient independent representation on the Board. An oppose vote is recommended.

Vote Cast: Oppose

6. Re-elect Deng Jindong and Authorize Board to Enter Into the Service Contract With HimNon-Executive Director. Not considered to be independent as he serves as Chief Accountant of China National Pharmaceutical Group, the controlling shareholder ofthe Company. He has served on the Board for over than nine years. There is insufficient independent representation on the Board. An oppose vote is recommended.

Vote Cast: Oppose

7. Re-elect Li Dongjiu and Authorize Board to Enter Into the Service Contract With HimNon-Executive Director. Not considered to be independent as he serves as Senior Vice President at Shanghai Fosun Pharmaceutical Development Co., a substantialshareholder of the Company. There is insufficient independent representation on the Board. An oppose vote is recommended.

Vote Cast: Oppose

8. Re-elect Lian Wanyong as Director and Authorize Board to Enter Into the Service Contract With HimNon-Executive Director. Not considered to be independent as he was employed with China National Pharmaceutical Group Corporation, the controlling shareholder ofthe Company. There is insufficient independent representation on the Board. An oppose vote is recommended.

Vote Cast: Oppose

9. Elect Wen Deyong as Director and Authorize Board to Enter Into the Service Contract With HimNon-Executive Director. Not considered to be independent as he serves on the board of Shanghai Fosun Pharmaceutical (Group) Co., Ltd, a substantial shareholderof the Company. There is insufficient independent representation on the Board. An oppose vote is recommended.

Vote Cast: Oppose

14. Re-elect Zhuo Fumin as Director and Authorize Board to Enter Into the Service Contract With HimIndependent Non-Executive Director. However, there are concerns over his aggregate time commitments.

Vote Cast: Abstain

WYG PLC AGM - 21-09-2017

2. Approve the Remuneration ReportThe overall disclosure is not acceptable. Past annual bonus targets are not disclosed in a quantified manner. The individual level of award under the PSP (as a % of

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salary) is not provided.The maximum opportunity under all incentive schemes is considered above the recommended limit of 200% salary (Annual bonus: 225%; PSP: not disclosed). Therewas no annual bonus paid during the review period as the performance conditions were not met. There is no information with regard to PSP awards and whether ornot PSP awards were granted or vested during the year. It is noted that Chairman has two special share incentive arrangement; one is share option plan with similarfeatures to the Transformational Incentive Plan (TIP) and the other is share matching arrangement whereby the Chairman’s investment of £100,000 in the Company’scapital restructuring could be matched on a 2.5 to 1 basis after three years providing that the Chairman remained on the Board for this period. Given that the Chairmanplays the leading role in the oversight of management, any participation in share arrangements constitute a conflict of interest and also undermines the interest ofshareholders in the Board. In addition, the use of matching plan as an incentive arrangement is not in line with best practice and at best raises questions about thevalue of money to shareholders. On balance, an oppose vote is recommended.

Vote Cast: Oppose


Vote Cast: Oppose

NCC GROUP PLC EGM - 21-09-2017

1. Approve Matters Relating to the Payment of the Unlawful Dividend and/or the Rectification DividendThe Board has become aware of certain administrative non-compliance issues with respect to distributable reserves and the payment of certain historic dividendsbetween 2010 and 2017 (Relevant Dividends), in breach of the Companies Act in relation to the Relevant Dividends.Background : Pursuant to the Companies Act, a public limited company may only pay a dividend out of its distributable profits as shown in the last accounts filedat Companies House. In addition to having sufficient distributable profits the Companies Act provides that a public limited company may only pay a dividend: (i) if atthe time the dividend is paid the amount of its net assets are not less than the aggregate of its called-up share capital and undistributable reserves; and (ii) if, andto the extent that, the dividend does not reduce the amount of those net assets to less than the aggregate amount of its called-up share capital and undistributablereserve. It is noted that the total aggregate amount of Relevant Dividends of £18,372,735.87 which was paid by NCC Group to shareholders between 2010 and 2017are non-compliance with the Companies Act.The Board stated that, at all relevant times, the NCC Group had adequate reserves in subsidiary companies to meetthe Relevant Dividends however due to an administrative oversight, these amounts were not distributed up to NCC Group plc, the parent company of NCC Group, inadvance of payment of the Relevant Dividends. This resulted in the Relevant Dividends being paid otherwise than in accordance with the Companies Act.Consequences of unlawful dividend payments to shareholders: The Company has been advised that it may have claims against past and present shareholderswho were recipients of the unlawful dividends and against persons who were directors of the Company at the time of declaration and payment of the Relevant Dividends.In practice the unlawful dividend would be reduced by any amount which the Company successfully recovered from Recipient Shareholders. The value of any potentialclaim which the Company may have in respect of the unlawful dividends against Recipient Shareholders would be equal to the pro rata amount received by eachindividual Recipient Shareholder in respect of the unlawful dividends. The Board notes, however, that the Company has decided to waive any such claims and wishesto put all potentially affected parties so far as possible in the position in which they were always intended to be had the Relevant Dividends been declared and paid inaccordance with the requirements of the Companies Act.

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Recommendation: Prior to paying the dividend, the Company should have prepared and filed the interim accounts at Companies House in accordance with the Act.This raises concerns about the work of the audit committee and its ability to oversee the payments of dividends in line with the legal requirements. However, as theresolution aims to protect the shareholders from potential future claims, an oppose vote cannot be recommended. On this basis, an abstain vote is recommended.


AUTO TRADER GROUP PLC AGM - 21-09-2017





CAMBIUM GLOBAL TIMBERLAND AGM - 21-09-2017

3. To re-appoint the Auditors: KPMG Channel Islands LimitedKPMG 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

SUNCORP GROUP LTD AGM - 21-09-2017

1. Approve the Remuneration ReportVariable pay for the CEO is considered acceptable as it is below the threshold of 200% of fixed remuneration. The CEO LTI maximum limit has not been disclosed andawards under all incentive schemes might exceed 200% of his base salary.All specific performance targets have not been disclosed for the STI awards. An adequate deferral period is used, which is welcomed.

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There are concerns over LTI plan, as awards are subject to one performance condition, which is against best practice. The incentive awards should be subjectto multiple interdependent performance conditions which also include a non-financial performance measure. The three-year performance period is not consideredsufficiently long term and no holding period is used. With regards to contract, the notice of period is considered acceptable. However, provisions in the event ofcessation of employment or takeover are considered inappropriate as the Remuneration Committee has full discretion on how awards vest. Malus provisions are in inplace for both the STI and LTI awards, nevertheless, there is no evidence rewards already received by directors may be retrieved by companies in some circumstances.An oppose vote is therefore recommended.

Vote Cast: Oppose

2. Approve Equity Grant to the CEO & MDThe Boards is seeking shareholder approval for the purposes of ASX Listing Rule 10.14 for the grant of performance shares to Michael Cameron, Chief Executive AndManaging Director, under the Company’s Long-term Incentive Plan. The proposed grant has an approximate value of AUD 3,500,000, which equates to 166.7% of hisbase salary.Performance is measured by ranking the Company’s total shareholder return (TSR) against its peer comparator group. Awards will be subject to one performancemeasure and this contravenes best practice as multiple performance metrics are considered to be best practice. Awards have a three-year performance period, whichis not considered sufficiently long term. In the event of termination of employment or takeover, vesting of awards is at the full discretion of the Remuneration Committee.Opposition is therefore recommended.

Vote Cast: Oppose

NIKE INC. AGM - 21-09-2017

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:BDC. Based on this rating, it is recommended that shareholders oppose.


4. Amend 1997 Long Term Incentive PlanShareholders are being asked to approve the 1997 Nike Long Term Incentive Plan, as amended. The Plan allows for long-term incentive awards payable in cash andpermits qualification of certain awards (162(m) Awards) as performance-based compensation. The Plan provides that all employees and the employees of subsidiariesare eligible to receive awards under the Plan, although current intent is to grant awards under the Plan to approximately 420 current officers and senior managers. TheBoard of Directors has adopted amendments to the Plan, subject to shareholder approval, including, but not limited to, increasing the maximum amount payable to anyparticipant under the Plan for performance periods ending in any year from $12,000,000 to $15,000,000 and expanding the number of performance targets.It is considered that, as performance conditions may be attached to awards at the Compensation Committee’s discretion, there are concerns that awards under thePlan will not necessarily be subject to sufficiently robust performance targets (if any). As a result, shareholders cannot assess whether the Plan will operate to alignparticipants’ incentives with shareholders’ interests. In addition, maximum award limits are considered excessive. Accordingly, shareholders are recommend to opposethe resolution.

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6. Appoint the AuditorsPwC proposed. Non-audit fees represented 8.25% of audit fees during the year under review and 8.56% on a three-year aggregate basis. This level of non-audit feesdoes not raise serious concerns about the independence of the statutory auditor. However, the current auditor has been in place for more than ten years. There areconcerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.


RYANAIR HOLDINGS PLC AGM - 21-09-2017

1. Approve Financial StatementsDisclosure is adequate. The financial statements have been audited and certified. The reports have been made available to shareholders sufficiently prior to the dateof the general meeting. However, there is a series of corporate governance concerns. The Executive Committee can exercise the powers exercisable by the full Boardof Directors in circumstances in which action by the Board of Directors is required but it is impracticable to convene a meeting of the full Board of Directors. Lastly,Non-Executive Directors participate in the Company’s share option plan, which contravenes corporate governance best practices. On these grounds, opposition isrecommended


2. Approve the Remuneration ReportIt is proposed to approve the remuneration policy with an advisory vote. Variable remuneration for the short-term incentives appears to be consistently capped, andthe payout is in line with best practice. However, the Company has not disclosed quantified targets or performance criteria for its variable remuneration component,especially for long-term incentives, which may lead to overpayment against underperformance. In addition, there are no claw back clauses in place over the entirety ofthe variable remuneration component, which makes is unlikely for shareholders to reclaim that variable remuneration unfairly paid out.In 2015 and 2016, the Company has received significant opposition to the remuneration report. The Company reports that it engaged with shareholders on corporategovernance issues and met most large shareholders during the past year to discuss remuneration policies. However, the content of such meetings is not fullyavailable, no specific follow-up steps have been disclosed by the Company, and the remuneration policy has remain de facto untouched. On these bases, oppositionis recommended.


3.A. Elect David BondermanNon-Executive Chairman. Not considered to be independent as he has been on the Board for more than nine years. In addition, he is a shareholder of the Companythrough Irish Air, L.P. There is insufficient independent representation on the board.


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3.B. Elect Michael CawleyNon-Executive Director. Not considered to be independent as he previously held the positions of Chief Operating Officer, Deputy CEO and CFO at Ryanair. There isinsufficient independent representation on the board.


3.C. Elect Charlie MccreevyNon-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,which are exercisable between June 2019 and July 2022. The Company does not report that the European Commission restricted him from advising the Company oncases about the Company that he had been consulted on whilst in office. There is insufficient independent representation on the board.


3.D. Elect Declan MckeonNon-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,which are exercisable between June 2019 and July 2022. There is insufficient independent representation on the board.


3.E. Elect Kyran MclaughlinNon-Executive Director. Not considered to be independent as he serves as Deputy Chairman & Head of Capital Markets for Davy Stockbrokers, the Company’s brokers.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. There isinsufficient independent representation on the board.


3.F. Elect Howard MillarNon-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.


3.G. Elect Dick MillikenNon-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.


3.H. Elect Michael O’BrienNon-Executive Director. Not considered to be independent as he was Chief Pilot and Flight Ops Manager of Ryanair until 1991. There is insufficient independent

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representation on the board.


3.J. Elect Julie O’NeillNon-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.


3.K. Elect James OsborneSenior Independent Director. Not considered to be independent as he has been on the Board for more than nine years, and holds share options during the year underreview. There is insufficient independent representation on the board.

Vote Cast: Oppose

3.L. Elect Louise PhelanNon-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 Vice-President at Paypal, which is one of Ryanair’s payment service providers. Thereis insufficient independent representation on the board.


5. Issue Shares with Pre-emption RightsIt is proposed to issue new shares with pre-emptive rights for up less than 50% of the current share capital. However, the duration of the proposed authority exceeds26 months. On this ground, opposition is recommended.


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


NCC GROUP PLC AGM - 21-09-2017

3. Approve Remuneration PolicySome of the major changes to the proposed policy include adding a two-year holding period to the long-term incentive and increasing the shareholding guidelines for

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Executive Directors from 100 per cent of salary to 200 per cent of salary. It is also appreciated that the disclosure of the annual bonus targets are no longer consideredcommercially sensitive. The Committee intends, going forward, to disclose annual bonus targets in the year in which payment is made. Also for the first time, additionalperformance measures including Shareholder Return (TSR) and a cash metric have been added to the Long term Incentive Plan (LTIP), which is welcomed. Similararrangements have also been applied to the annual bonus plan. Furthermore, The CEO maximum potential opportunity under all incentive schemes is not excessiveat 200% of salary (Annual Bonus: 100% of salary; LTIP: 100% of salary). Schemes are also available to enable all employees to benefit from business success withoutsubscription.However, concerns remain over certain features of the long Term Incentive Plan (LTIP). LTIP schemes are not considered an effective means of incentivisingperformance and are inherently flawed. There is the risk that they are rewarding volatility rather than the performance of the company. They are acting as a complexand opaque hedge against absolute company underperformance and long-term share price falls. They are also a significant factor in reward for failure. Furthermore,the performance conditions are measured over a three-year period, which is not considered sufficiently long-term. However, the introduction of a two-year holdingperiod is welcomed. It is also noted that the LTIP is not appropriately linked to non-financial metrics and its performance conditions do not operate interdependently.Rating: ACB


11. Re-elect Thomas ChambersIndependent Non-Executive Director. It is also noted that he is the Chairman of the Audit Committee and that he should be held accountable for the payment of unlawfuldividend for the current year under review (see supporting information below). An oppose vote is therefore recommended.






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ACCROL GROUP HOLDINGS PLC AGM - 22-09-2017

3. To re-elect Peter CheungExecutive Chairman. 12 months rolling contract. As a matter of good corporate governance principle, a Chairman with executive responsibilities cannot be supported.However, the Company made clear statement on the division of responsibilities between the current CEO and the Chairman. An abstain vote is recommended

Vote Cast: Abstain

8. To re-appoint the Auditors: Pricewaterhouse Coopers LLPPWC proposed. Non-audit fees represented 36.11% of audit fees during the year under review. This level of non-audit fees raises some concerns about theindependence of the statutory auditor. The date of appointment of the current audit firm is undisclosed, meaning the length of tenure is not known. There areconcerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose


Vote Cast: Oppose


Vote Cast: Oppose

KROMEK GROUP PLC AGM - 26-09-2017

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. Furthermore,concerns are raised over governance practices at the Company. These include, the lack of a nomination committee and insufficient independent representation on theBoard. Consequently, an oppose vote is recommended.

Vote Cast: Oppose

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4. To re-elect Dr Graeme SpeirsNon-Executive Director. Not considered independent as he holds 9.2% of the Company’s issued share capital, mainly through Polymer Holdings Ltd. There isinsufficient independent representation on the Board.

Vote Cast: Oppose


Vote Cast: Oppose

ORION CORP (SOUTH KOREA) EGM - 26-09-2017

1. Amend ArticlesThere is insufficient disclosure of meeting materials in a timely manner to provide an informed vote. Support cannot be recommended.

Vote Cast: Abstain

PRAXAIR INC. EGM - 27-09-2017

3. Advisory Vote on Executive Compensation in Connection with the MergerThe Board is seeking shareholder approval of the compensation payable to the Company’s Named Executive Officers (NEOs) in connection with the Merger. PIRCconsiders that payments relating to merger and acquisition transactions have the potential to interfere with the exercise of objective judgement by the board responsiblefor making the decision in the best interests of shareholders. This is particularly the case where board members include NEOs who will receive such payments; buteven where this is not the case the quantum of such payments can represent a conflict of interest in board deliberations of the relevant transaction. In consideringwhether NEO payments related to the Merger are appropriate PIRC seeks to identify whether amounts normally payable to NEOs are enhanced as a result of thechange in control and include elements that are not pro-rated against performance or earned by service prior to payment.It is noted that severance payments are subject to ’double-trigger’ conditions excluding the Deferral Program and Supplemental Retirement Plans which are on asingle-trigger basis (in order to limit payments that could result from the business combination, Messrs. White and Telesz have each made an election to waivehis rights to receive payment under each such program in connection with a change in control, and Mr. Angel has made an election to waive his rights to receivepayment under the Deferral Program). However, the level of compensation payable is considered excessive particularly given the accelerated vesting of outstandingand unvested stock options, restricted stock units and performance stock units. In addition, performance stock units are not pro-rated based on performance as targetperformance is assumed. An oppose vote is recommended.


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4. Allow Proxy SolicitationThe Board requests authority to adjourn the special meeting until a later date or dates, if necessary, in order to permit further solicitation of proxies if there are notsufficient votes at the time of the special meeting to approve the merger. An oppose vote is recommended to any adjournment or postponement of meetings if asufficient number of votes are present to constitute a quorum. It is considered that where a quorum is present, the vote outcome should be considered representativeof shareholder opinion.


ENTERTAINMENT ONE LTD AGM - 27-09-2017

1. Receive the Annual ReportThe Strategic Review is considered adequate. There are adequate environmental and employment policies in place. Quantified environmental data has been published.The Company also disclosed the proportion of women on the Board, in Executive Management positions and within the whole organisation. However, it is noted thatthe Company has not provided shareholders with an opportunity to approve dividends paid during the year. Given the lack of opportunity to approve the dividend,shareholders are recommended to oppose.


2. Approve the Remuneration ReportThe CEO’s salary increased by 65% during the year, which is considered excessive in particular when compared to the 30% increase in average salary across theentire workforce. The CEO’s salary is in the upper quartile of its comparator group, above of its peers, which is also of concern. It is disclosed that payments of £0.5million were made to past directors during the year with no further explanations provided. It is not stated which directors received these payments. The changes inCEO pay over the last five years are not considered in line with the Company’s TSR performance. Also, the current maximum award opportunity for the CEO under allthe incentive schemes is above 200% of salary which is excessive.Rating: BD


3. Approve Remuneration PolicyThe proposed policy changes raise some concerns, in particular the increase in maximum opportunity under both LTIP and Annual Bonus (see supporting informationbelow). Total variable pay can now amount to up to 500% in exceptional circumstances. There is no annual bonus deferral contrary to best practice. The Group’s annualbonus uses one performance condition which is either Group adjusted profit before tax or Group underlying EBITDA. Best practice is for more than one performancecondition to be utilised. The LTIP has a three year performance period which is not considered sufficiently long term and no holding period beyond vesting is used.Performance conditions are not linked to non-financial KPIs and do not operate interdependently. Upon termination, the CEO is entitled to a a lump sum equal to24 months compensation and benefits. These provisions are considered excessive. It is noted that the Remuneration Committee retains the discretion to makepayments or awards which are outside the Policy to facilitate the recruitment of directors. Such recruitment award can be considered as potential Golden Hello and isunacceptable.Rating: AEE

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5. Re-elect Darren ThroopChief Executive Officer. It is noted that his contract has been extended to a fixed term of five years. On termination, he is also entitled a 24 months severance pay,which is considered excessive.


8. Re-elect Mark OpzoomerSenior Independent Director. Not considered independent as he has been on the Board for over nine years. It is considered that a Senior Independent Directorshould be independent, in order to fulfil the responsibilities assigned to that role. In addition, he is the Chairman of the Remuneration Committee and it is noted thatthe Remuneration report received significant opposition from shareholders at last year’s AGM. The Committee has not addressed shareholders concerns over theremuneration arrangements this year (see resolution 2 and 3). Therefore, an oppose vote is recommended.


10. Re-elect Scott LawrenceNon-Executive Director. Not considered to be independent due to his relationship with Canada Pension Plan Investment Board, a significant shareholder of theCompany. There is insufficient independent representation on the Board.






17. Amend Existing Long Term Incentive PlanIt has been proposed to amend the existing long term incentive plan. Under the amendments, the opportunity for the LTIP has been proposed to increase to 200%in normal circumstances and 300% in exceptional circumstances. Together with the annual bonus, this is deemed excessive. On top, the LTIP has a three year

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performance period which is not considered sufficiently long term and no holding period is used. Performance conditions are not linked to non-financial KPIs and donot operate interdependently. Opposition is recommended.


18. Approve Special Equity Grant to Executive DirectorIt has been proposed to approve special equity grant to Mr. Throop, the CEO, which consists of a Nil-Cost Option over 3,000,000 Common Shares which will veston the third anniversary of the commencement date of Mr. Throop’s new remuneration package, which was effective from 1 April 2016. There are no performanceconditions applicable to the award. The CEO’s contract has been switched to five year fixed term contract, which is in appropriate. He is also entitled to 24 monthseverance pay on termination of his contract. This particular award, under "good leaver reasons", will vest on the date when it would have vested if he had not soceased to be an employee or Director of a Group company. The Board maintains discretion to decide that the award will vest early when he leaves. Such awards arenot considered an effective means of incentivising performance and are subject to manipulation due to their discretionary nature. Opposition is recommended.


JOULES GROUP PLC AGM - 27-09-2017


Vote Cast: Oppose

9. To re-appoint the Auditors: Deloitte LLPDeloitte proposed. Non-audit fees represented 123.75% of audit fees during the year under review and 143.55% on a three-year aggregate basis. This level ofnon-audit fees raises major concerns about the independence of the statutory auditor. The date of appointment of the current audit firm is undisclosed, meaning thelength of tenure is not known. There are concerns that failure to regularly rotate the audit firm can compromise the independence of the auditor.

Vote Cast: Oppose


Vote Cast: Oppose

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Vote Cast: Oppose

16. Approve Rule 9 Waiver relating to share repurchasesShareholder 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 15. If the Company were to repurchase from persons other than Tom Joule all the ordinary shares for which it is seeking authority, themaximum potential shareholding of Tom Joule would increase from 32.17% to 35.74% of the issued share capital of the Company.It is considered that the Listing Rules are being created in order to protect existing minority shareholders. Such waiver raises concerns about potential creeping controlof 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 isnot the case. On this basis, an oppose vote is recommended.

Vote Cast: Oppose

17. Approve Rule 9 Waiver relating to share option schemeShareholder 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 acquire 158,313 ordinary shares in the capital of the Company under options which were grantedon 17 August 2017 and 194,767 ordinary shares in the capital of the Company under options which will be granted following the date of the AGM. If the Company wereto repurchase from persons other than the concert party all the ordinary shares for which it is seeking authority, their interest would increase from 35.74% to 36.03%of the issued share capital.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

LAND SECURITIES GROUP PLC EGM - 27-09-2017


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SOHO CHINA LTD EGM - 27-09-2017

1. Approve the Special DividendApproval is sought for the payment of a special dividend of RMB0.346 per ordinary share, out of the share premium account and the distributable profits. The Boardconsiders that the Company has sufficient cash flow to pay the special dividend, after taking into consideration of the existing cash flow of the group and thereforeproposes to distribute the special dividend to repay the shareholders’ support. Part of the dividend will be paid out of the share premium account. As this is notconsidered a distributable reserve, an oppose vote is recommended.

Vote Cast: Oppose

KROTON EDUCACIONAL SA EGM - 28-09-2017

3. Elect DirectorsProposal to renew the current Board with the exception of Elisabeth Bueno Laffranchi. There is insufficient independent representation.

Vote Cast: Oppose

4. Count Votes for the Chosen Slate also in Case of ChangesIf any of the candidates on the slate submitted by the management of the company leave it, the Company proposes that the votes corresponding to your sharescontinue to be counted towards the chosen slate. There is insufficient independent representation on the slate, and, at this time, it is impossible to predict whether itwill be an independent candidate to leave the slate. Opposition is recommended.

Vote Cast: Oppose

5. Distribute Votes among the Slate of CandidatesIf cumulative voting is adopted, the Company proposes to distribute the votes as a percentage among the candidates comprising the chosen slate. It is considered thatcandidates not considered to be independent should not be supported in this case. As a consequence, opposition is recommended.

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Vote Cast: Oppose

6.1. Distribute the Votes to Altamiro Belo GalindoNon-Executive Director. Not considered to be independent as he was Administrative Director of the IUNI Educacional, acquired by Kroton. There is insufficientindependent representation on the Board.

Vote Cast: Oppose

6.2. Distribute the Votes to Barbara Elisabeth LaffranchiNon-Executive Director. Not considered to be independent as she is member of the Laffranchi family, the founders of Universidade Norte do Paraná - Unopar, whichwas bought by Kroton in 2012. There is insufficient independent representation on the Board.

Vote Cast: Oppose

6.3. Distribute the Votes to Evando Jose NeivaNon-Executive Director. Not considered to be independent as he is the founding partner of the Company and was the Group’s CEO from 1994 to 1999. There isinsufficient independent representation on the Board.

Vote Cast: Oppose

6.4. Distribute the Votes to Gabriel Mario RodriguesNon-Executive Chairman. Not considered to be independent as he has been Chairman of Management Board prior to joining the Board of Directors. There isinsufficient independent representation on the Board.

Vote Cast: Oppose

6.5. Distribute the Votes to Júlio Fernando CabizucaNon-Executive Director. Not considered to be independent as he has previously been the CEO of the Company and Professor at Kroton’s campuses in Belo Horizonte.There is insufficient independent representation on the Board.

Vote Cast: Oppose

6.8. Distribute the Votes to Walfrido Silvino dos Mares Guia NetoNon-Executive Director. Not considered to be independent as he is one of the founding partners of the Company. There is insufficient independent representation onthe Board.

Vote Cast: Oppose

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TOMTOM NV EGM - 28-09-2017

2. Elect Mr. Bernd LeukertIndependent Non-Executive Director. There are concerns over the director’s potential aggregate time commitments. Therefore, an abstain vote 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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