NEST All Votes Report - nestpensions.org.uk · 8 Re-elect Fabio Barbosa as Director Mgmt ForFor ......

NEST All Votes Report 01/04/2012 to 30/06/2012

Disclaimer: The information, opinions estimates or forecasts contained in this document were obtained from sources reasonably believed to be reliable and are subject to change at any time. The report reflects voting instructions given, not votes cast and the information has been provided by an external supplier. F&C Group Companies may from time to time deal in investments that may be mentioned herein on behalf of their clients. Issued and approved in the UK by F&C Management Limited Exchange House Primrose Street London EC2A 2NY United Kingdom. Authorised and regulated in the UK by the Financial Services Authority (FSA). F&C, F&C Monogram, FANDC, FandC and fandc are all registered trade marks of F&C Management Limited F&C Management Limited Exchange House Primrose Street London EC2A 2NY United Kingdom Tel: +44 (0) 20 7628 8000 www.fandc.com

Vote Summary Report Report was run from: 4/1/12 to 6/30/12

NEST All Votes Report

Amazon.com, Inc.

Ticker AMZN

Meeting Date

24-May-12

Country

USA

Meeting Type

Annual

ISIN: US0231351067 SEDOL: 2000019

Mgmt Rec Proponent Vote Instruction

Mgmt ForForElect Director Jeffrey P. Bezos 1

Mgmt ForForElect Director Tom A. Alberg 2

Mgmt ForForElect Director John Seely Brown 3

Mgmt ForForElect Director William B. Gordon 4

Mgmt ForForElect Director Jamie S. Gorelick 5

Mgmt ForForElect Director Blake G. Krikorian 6

Mgmt ForForElect Director Alain Monie 7

Mgmt ForForElect Director Jonathan J. Rubinstein 8

Mgmt AgainstForElect Director Thomas O. Ryder 9

Rationale: We voted against because this director has a close family member who works at the company. This director is not fully independent and should not serve on the audit, compensation or nominating committees.

Mgmt ForForElect Director Patricia Q. Stonesifer 10

Mgmt ForForRatify Auditors 11

Mgmt ForForAmend Omnibus Stock Plan 12

SH ForAgainstReport on Climate Change 13

Rationale: We voted for this proposal because climate change presents ongoing and serious risks and opportunities to shareholder value. Additional information on the company's strategy and competitive positioning is merited. We recommend the company respond to the Carbon Disclosure Project and include information on its strategy on its website or in a sustainability report.

SH ForAgainstReport on Political Contributions 14

Rationale: We voted for this proposal because comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including gifts to 527 organizations and ballot initiatives. In addition, it should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe the company's policies and processes for giving. We ask that the board provide ultimate oversight for political donations.

Benesse Holdings Inc

Ticker 9783

Meeting Date

23-Jun-12

Country

Japan

Meeting Type

Annual

ISIN: JP3835620000 SEDOL: 6121927

Page 1 of 60



Benesse Holdings Inc


1.1 Elect Director Fukutake, Soichiro Mgmt For For

Mgmt ForForElect Director Fukushima, Tamotsu 1.2

Mgmt ForForElect Director Fukuhara, Kenichi 1.3

Mgmt ForForElect Director Uchinaga, Yukako 1.4

Mgmt ForForElect Director Kobayashi, Hitoshi 1.5

Mgmt ForForElect Director Murakami, Teruyasu 1.6

Mgmt ForForElect Director Adachi, Tamotsu 1.7

Mgmt ForForElect Director Mitani, Hiroyuki 1.8

BG Group plc

Ticker BG.

Meeting Date

16-May-12

Country

United Kingdom

Meeting Type

Annual

ISIN: GB0008762899 SEDOL: 0876289


1 Accept Financial Statements and Statutory Reports Mgmt For For

Mgmt ForForApprove Remuneration Report 2

Rationale: We voted for the remuneration report. While we welcome the overall structure of the remuneration system we note that the HSSE component of the Annual Incentive Scheme has been below target for 2011. In light of the growing importance of HSSE management for BG, we would encourage the company to provide greater transparency on the HSSE criteria used in the balanced scorecard and explain how performance in this area is reflected in bonus awards.

Mgmt ForForApprove Final Dividend 3

Mgmt ForForElect Vivienne Cox as Director 4

Mgmt ForForElect Chris Finlayson as Director 5

Mgmt ForForElect Andrew Gould as Director 6

Mgmt ForForRe-elect Peter Backhouse as Director 7

Mgmt ForForRe-elect Fabio Barbosa as Director 8

Mgmt ForForRe-elect Sir Frank Chapman as Director 9

Mgmt ForForRe-elect Baroness Hogg as Director 10

Mgmt ForForRe-elect Dr John Hood as Director 11

Mgmt ForForRe-elect Martin Houston as Director 12

Page 2 of 60



BG Group plc


Mgmt ForForRe-elect Caio Koch-Weser as Director 13

Mgmt ForForRe-elect Sir David Manning as Director 14

Mgmt ForForRe-elect Mark Seligman as Director 15

Mgmt ForForRe-elect Patrick Thomas as Director 16

Mgmt ForForRe-elect Philippe Varin as Director 17

Mgmt ForForReappoint PricewaterhouseCoopers LLP as Auditors 18

Mgmt ForForAuthorise the Audit Committee to Fix Remuneration of Auditors 19

Mgmt ForForApprove EU Political Donations and Expenditure 20

Mgmt ForForAuthorise Issue of Equity with Pre-emptive Rights 21

Mgmt ForForAuthorise Issue of Equity without Pre-emptive Rights 22

Mgmt ForForAuthorise Market Purchase 23

Mgmt ForForAuthorise the Company to Call EGM with Two Weeks' Notice 24

Commerzbank AG

Ticker CBK

Meeting Date

23-May-12

Country

Germany

Meeting Type

Annual

ISIN: DE0008032004 SEDOL: 4325538


Resolutions For All Shareholders Mgmt

MgmtReceive Financial Statements and Statutory Reports for Fiscal 2011 (Non-Voting)

1

Mgmt ForForApprove Discharge of Management Board for Fiscal 2011 2

Mgmt AgainstForApprove Discharge of Supervisory Board for Fiscal 2011 3

Rationale: We voted against the resolution because only one new Supervisory Board member was up for election at this AGM. Notwithstanding the flexibility offered under German law we believe at least a core of board members, preferably all board members, should stand for (re-)election every year. We also urge the company to put its remuneration plan to a shareholder vote on an annual basis.

Mgmt ForForRatify PricewaterhouseCoopers as Auditors for Fiscal 2012 4

Mgmt ForForRatify PricewaterhouseCoopers AG as Auditors for the Inspection of the Interim Report for the First Quarter of Fiscal 2013

5

Mgmt ForForElect Gertrude Tumpel-Gugerell to the Supervisory Board 6

Page 3 of 60



Commerzbank AG


Mgmt ForForApprove Creation of EUR 1.15 Billion Pool of Capital with Partial Exclusion of Preemptive Rights

7.1

Rationale: We voted against because, while we are aware of the recent regulatory changes in the Gesetz zur Umsetzung der AktionÃ¤rsrechterichtlinie (ARUG), we believe authorisation for capital issuance should occur annually. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.

MgmtResolution for Holders of Shares with Security Code Number 803 200 (Common Shares)

Mgmt ForForConfirm Creation of EUR 1.15 Billion Pool of Capital with Partial Exclusion of Preemptive Rights

7.2


MgmtResolution for Holders of Shares with Security Code Number A1M MES (Securities Held by Financial Market Stabilization Fund)

MgmtConfirm Creation of EUR 1.15 Billion Pool of Capital with Partial Exclusion of Preemptive Rights

7.3

MgmtResolution For All Shareholders

Mgmt ForForApprove Creation of EUR 2.46 Billion Pool of Capital without Preemptive Rights for Repayment of Silent Contribution of German Financial Market Stabilization Fund

8.1



Mgmt ForForConfirm Creation of EUR 2.46 Billion Pool of Capital without Preemptive Rights for Repayment of Silent Contribution of German Financial Market Stabilization Fund

8.2



MgmtConfirm Creation of EUR 2.46 Billion Pool of Capital without Preemptive Rights for Repayment of Silent Contribution of German Financial Market Stabilization Fund

8.3


Page 4 of 60



Commerzbank AG


Mgmt ForForApprove Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 8.4 Billion; Approve Creation of EUR 2.75 Billion Pool of Capital to Guarantee Conversion Rights

9.1



Mgmt ForForConfirm Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 8.4 Billion; Confirm Creation of EUR 2.75 Billion Pool of Capital to Guarantee Conversion Rights

9.2



MgmtConfirm Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 8.4 Billion; Confirm Creation of EUR 2.75 Billion Pool of Capital to Guarantee Conversion Rights

9.3


Mgmt ForForApprove Creation of EUR 935 Million Pool of Capital without Preemptive Rights to Guarantee Conversion Rights for German Financial Market Stabilization Fund

10.1



Mgmt ForForApprove Creation of EUR 935 Million Pool of Capital without Preemptive Rights to Guarantee Conversion Rights for German Financial Market Stabilization Fund

10.2



Page 5 of 60



Commerzbank AG


MgmtApprove Creation of EUR 935 Million Pool of Capital without Preemptive Rights to Guarantee Conversion Rights for German Financial Market Stabilization Fund

10.3

MgmtShareholder Proposal Submitted by Riebeck-Brauerei von 1862 AG

SH AgainstAgainstApprove Withdrawal of Confidence from Management Board Speaker Martin Blessing

11

Crown Castle International Corp.

Ticker CCI

Meeting Date

24-May-12

Country

USA

Meeting Type

Annual

ISIN: US2282271046 SEDOL: 2285991


1.1 Elect Director Cindy Christy Mgmt For Withhold

Rationale: We withheld from director C. Christy as a member of the nominating and governance committee because directors are elected in classes rather than annually. As shareholders, we should have the opportunity to communicate with our directors regularly on their performance. We urge the company to take immediate steps to declassify its board, thereby enhancing accountability. We further withheld from this director because we are concerned by how this board is balanced and would like to see the nominating committee take action. We note that more than one-third of non-executive directors have served for more than 12 years. The board should seek additional fresh perspectives.

Mgmt ForForElect Director Ari Q. Fitzgerald 1.2

Mgmt ForForElect Director Robert E. Garrison, II 1.3

Mgmt ForForElect Director John P. Kelly 1.4


Mgmt AgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation 3

Rationale: We voted against the compensation plan because we object to payouts for performance that didn't even meet the target. This type of upward discretion undermines the board's pay-for-performance approach and blunts the impact of variable pay.

Page 6 of 60



CVS Caremark Corporation

Ticker CVS

Meeting Date

10-May-12

Country

USA

Meeting Type

Annual

ISIN: US1266501006 SEDOL: 2577609


1 Elect Director C. David Brown, II Mgmt For For

Rationale: We voted for this director.

Mgmt ForForElect Director David W. Dorman 2


Mgmt ForForElect Director Anne M. Finucane 3


Mgmt ForForElect Director Kristen Gibney Williams 4


Mgmt ForForElect Director Marian L. Heard 5


Mgmt ForForElect Director Larry J. Merlo 6


Mgmt ForForElect Director Jean-Pierre Millon 7


Mgmt ForForElect Director C.A. Lance Piccolo 8


Mgmt AgainstForElect Director Richard J. Swift 9

Rationale: We voted against director R.J. Swift because he sits on the boards of more than four public companies. Given increasing demands on directors, they must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt ForForElect Director Tony L. White 10




Rationale: We voted against the plan because a larger percentage of the equity awards should be tied to performance conditions.

Mgmt ForForProvide Right to Act by Written Consent 13

Page 7 of 60



CVS Caremark Corporation


SH ForAgainstReport on Political Contributions 14

Rationale: We voted for this proposal because while the company provides some related disclosure, more comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including gifts to 527 organizations and ballot initiatives. In addition, it should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe the company's policies and processes for giving. We ask that the board provide ultimate oversight for political donations.

DaVita Inc.

Ticker DVA

Meeting Date

11-Jun-12

Country

USA

Meeting Type

Annual

ISIN: US23918K1088 SEDOL: 2898087


1 Elect Director Pamela M. Arway Mgmt For For

Mgmt ForForElect Director Charles G. Berg 2

Mgmt ForForElect Director Carol Anthony (John) Davidson 3

Mgmt ForForElect Director Paul J. Diaz 4

Mgmt ForForElect Director Peter T. Grauer 5

Mgmt ForForElect Director John M. Nehra 6

Mgmt ForForElect Director William L. Roper 7

Mgmt ForForElect Director Kent J. Thiry 8

Mgmt ForForElect Director Roger J. Valine 9



Rationale: We voted against the compensation plan because equity awards are not triggered by demonstrated performance. We prefer performance-based equity incentive plans that incentivize truly exceptional performance. Targets should be clearly disclosed and stretching.

Mgmt AgainstForAmend Omnibus Stock Plan 12

Rationale: We voted against because we are concerned with the high grant rate, which will lead to excessive dilution.

Page 8 of 60



DaVita Inc.


SH ForAgainstStock Retention/Holding Period 13

Rationale: We voted for the proposal because we agree that companies should introduce substantial long-term holding requirements for senior executives. The idea of extending some portion past retirement, resignation or termination has merit. While we don't necessarily endorse the specific threshold recommended by the proponents, we would like the company to take a more robust approach to stock retention of long-term equity awards. This would also facilitate recouping awards in the event of fraud, a serious deterioration of the business due to inappropriate management of risk, a major restatement or other serious management failures.

Diagnosticos da America SA

Ticker DASA3

Meeting Date

27-Apr-12

Country

Brazil

Meeting Type

Annual

ISIN: BRDASAACNOR1 SEDOL: B03WBK9


1 Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2011

Mgmt For For

Rationale: We voted for but noted that no directors are standing for election. Shareholders should be eligible to elect at least one third of the board annually, in order to hold them accountable.

Mgmt ForForApprove Capital Budget and Allocation of Income 2

Mgmt ForForApprove Remuneration of Executive Officers and Non-Executive Directors

3

SH AgainstNoneChange Size of Board of Directors to Six Directors, from Five Currently

4

Rationale: We do not support this shareholder proposal as it is related to the nomination of a director candidate presented by a significant shareholder. Our vote is not a reflection on the merit of the request nor the qualifications of the new board nominee, but on the notion that we cannot be assured that the nominee will represent minority shareholders' interests. Moreover, the company has not provided an explicit recommendation in favour or against the increase in board size or the proposed shareholder nominee.


Ticker DASA3

Meeting Date

27-Apr-12

Country

Brazil

Meeting Type

Special

ISIN: BRDASAACNOR1 SEDOL: B03WBK9


1 Elect Shareholder Nominee to the Board SH None Against

Page 9 of 60





Rationale: We do not support this shareholder proposal as it is related to the nomination of a director candidate presented by a significant shareholder. Our vote is not a reflection on the merit of the request nor the qualifications of the new board nominee, but on the notion that we cannot be assured that the nominee will represent minority shareholders' interests. Moreover, the company has not provided an explicit recommendation in favour or against the increase in board size or the proposed shareholder nominee.

eBay Inc.

Ticker EBAY

Meeting Date

26-Apr-12

Country

USA

Meeting Type

Annual

ISIN: US2786421030 SEDOL: 2293819


1 Elect Director Marc L. Andreessen Mgmt For For

Mgmt ForForElect Director William C. Ford, Jr. 2

Mgmt ForForElect Director Dawn G. Lepore 3

Mgmt ForForElect Director Kathleen C. Mitic 4

Mgmt ForForElect Director Pierre M. Omidyar 5




Mgmt ForForApprove Qualified Employee Stock Purchase Plan 8

Mgmt ForForDeclassify the Board of Directors 9

Rationale: We voted for and applaud the company's decision to declassify the board. The annual election of directors provides greater board accountability to shareholders.

Mgmt ForForProvide Right to Call Special Meeting 10

Rationale: We voted for because we agree with the spirit of the proposal and the importance of allowing substantial shareholders to raise important issues in a special meeting. However, it has been our experience that a total holding requirement of 5% is a suitable threshold to avoid abuse and encourage the company to consider a threshold lower than the proposed 25 percent.


Page 10 of 60



Ebro Foods S.A

Ticker EVA

Meeting Date

28-May-12

Country

Spain

Meeting Type

Annual

ISIN: ES0112501012 SEDOL: 5468324


Annual Meeting Mgmt

Mgmt ForForApprove Consolidated and Standalone Financial Statements, Management Report, and Corporate Governance Report for FY 2011

1

Mgmt ForForApprove Discharge of Directors for FY 2011 2

Mgmt ForForApprove Allocation of Income and Dividends of EUR 0.60 Per Share

3

Mgmt ForForApprove Two Special Dividend Payments 4

Mgmt ForForAppoint Auditors 5

Mgmt ForForAdvisory Vote on Remuneration Report 6

Rationale: We voted for but wish to express our concerns regarding non-executive pay. A significant portion of remuneration to non-executives lies on profit sharing, which is akin to performance-based remuneration. Given that this may compromise their independence and ability to hold management accountable, we encourage the company to eliminate this practice and reward non-executives on a fixed salary basis.

Mgmt ForForApprove Charitable Donations 7

Mgmt ForForAmend Article 2 of Bylaws Re: Corporate Purpose 8.1

Mgmt ForForAmend Articles 9, 10, 13, 14 and 18 of Bylaws; Add Article 10 Bis to Bylaws

8.2

Mgmt ForForAmend Articles 23, 25 and 27 of Bylaws 8.3

Mgmt ForForAmend Article 28 of Bylaws 8.4

Mgmt ForForAmend Articles 31, 32, 33, 35, 37 and 38 of Bylaws 8.5

Mgmt ForForAdopt Restated Bylaws 8.6

Mgmt ForForAmend Article 2 of General Meeting Regulations 9.1

Mgmt ForForAmend Articles 3 and 4 of of General Meeting Regulations; Add Article 4 Bis to General Meeting Regulations

9.2

Mgmt ForForAmend Articles 6 and 7 of General Meeting Regulations 9.3

Mgmt ForForAmend Articles 14 and 18 of General Meeting Regulations 9.4

Mgmt ForForAdopt Restated Regulations 9.5

MgmtReceive Amendments to Board of Directors' Regulations 10

Page 11 of 60



Ebro Foods S.A


Mgmt AgainstForFix Number of and Elect Directors 11

Rationale: We voted against because, at the time when proxies had to be submitted, the names of directors to be elected was not disclosed. Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. We are concerned about the insufficient balance of independence on Ebro Foods' board, with the current board composition not reflecting the share ownership structure of the company. F&C considers it important for listed companies’ boards to have a sufficient number of independent non-executive directors to represent minority shareholders and fulfil committee memberships.

Mgmt ForForAllow Director Instituto Hispanico del Arroz SA to Assume Positions with Other Companies

12.1

Mgmt ForForAllow Director Antonio Hernandez Callejas to Assume Positions with Other Companies

12.2

Mgmt ForForAllow Director Demetrio Carceller Arce to Assume Positions with Other Companies

12.3

Mgmt ForForAllow Director Rudolf-August Oetker to Assume Positions with Other Companies

12.4

Mgmt ForForApprove Company's Corporate Web Site 13

Mgmt ForForAuthorize Board to Ratify and Execute Approved Resolutions 14

Galp Energia, SGPS S.A.

Ticker GALP

Meeting Date

24-Apr-12

Country

Portugal

Meeting Type

Special

ISIN: PTGAL0AM0009 SEDOL: B1FW751


1 Elect Directors Mgmt For Abstain

Rationale: We abstained because, at the time when proxies had to be submitted, there was insufficient biographical information provided on directors to enable us to assess their independence and qualifications.

Mgmt AgainstForAmend Articles 2

Rationale: A vote AGAINST this item is warranted because: The company has bundled a comprehensive revision of its bylaws into a single voting item; Although the company has provided the complete text of the new bylaws, it has not explicitly addressed each of the proposed changes;Some of the proposed changes appear material in nature and not in line with the best interests of minority shareholders.

Mgmt AgainstForIncrease Terms for Fiscal Council, Auditor, and Remuneration Committee to Four Years

3

Rationale: We voted against because extended terms reduce the frequency of accountability of the company's corporate bodies; and the company's disclosure lacked clarity and the proposal appears to encompass extended terms for all corporate bodies, including the board of directors.

Page 12 of 60



Galp Energia, SGPS S.A.

Ticker GALP

Meeting Date

07-May-12

Country

Portugal

Meeting Type

Annual

ISIN: PTGAL0AM0009 SEDOL: B1FW751


1 Accept Individual and Consolidated Financial Statements and Statutory Reports for Fiscal 2011

Mgmt For For

Rationale: Item 1: We voted for but noted that no directors are standing for election. Shareholders should be eligible to elect at least one third of the board annually, in order to hold them accountable.

Mgmt ForForApprove Allocation of Income and Dividends 2

Mgmt ForForApprove Company's Corporate Governance Report 3

Mgmt ForForApprove Discharge of Management and Supervisory Board 4

Mgmt ForForApprove Remuneration Policy 5

Gerresheimer AG

Ticker GXI

Meeting Date

26-Apr-12

Country

Germany

Meeting Type

Annual

ISIN: DE000A0LD6E6 SEDOL: B1Y47Y7


1 Receive Financial Statements and Statutory Reports for Fiscal 2011 (Non-Voting)

Mgmt

Mgmt ForForApprove Allocation of Income and Dividends of EUR 0.60 per Share

2


Mgmt ForForApprove Discharge of Supervisory Board for Fiscal 2011 4

Mgmt ForForRatify Deloitte & Touche GmbH as Auditors for Fiscal 2012 5

Mgmt ForForElect Karin Dorrepaal to the Supervisory Board 6a

Mgmt ForForElect Peter Noe to the Supervisory Board 6b

Mgmt ForForElect Hans Peters to the Supervisory Board 6c

Mgmt AbstainForElect Gerhard Schulze to the Supervisory Board 6d

Rationale: We abstained because, while we have no objections to this director’s performance, we wish to comment on the company’s say on pay practices. In line with the recent adoption of the Gesetz zur Angemessenheit der Vorstandsvergütung (VorstAG Act), we encourage the company to put its remuneration report to an annual advisory shareholder vote.

Mgmt ForForElect Theodor Stuth to the Supervisory Board 6e

Page 13 of 60



Gerresheimer AG


Mgmt ForForElect Udo Vetter to the Supervisory Board 6f

Mgmt AgainstForApprove Creation of EUR 15.7 Million Pool of Capital with Partial Exclusion of Preemptive Rights

7

Rationale: We voted against because the resolution provides for an increase in capital of greater than 10% without pre-emption rights. We consider any request greater than 10% excessive and would expect additional justification by the company. We voted against because this resolution provides an exceptionally long authorisation period. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.

Mgmt AgainstForApprove Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million; Approve Creation of EUR 6.3 Million Pool of Capital to Guarantee Conversion Rights

8

Rationale: We voted against because this resolution provides an exceptionally long authorisation period. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.

Henry Schein, Inc.

Ticker HSIC

Meeting Date

15-May-12

Country

USA

Meeting Type

Annual

ISIN: US8064071025 SEDOL: 2416962


1.1 Elect Director Stanley M. Bergman Mgmt For For


Mgmt ForForElect Director Gerald A. Benjamin 1.2


Mgmt ForForElect Director James P. Breslawski 1.3


Mgmt ForForElect Director Mark E. Mlotek 1.4


Mgmt ForForElect Director Steven Paladino 1.5


Mgmt ForForElect Director Barry J. Alperin 1.6


Mgmt ForForElect Director Paul Brons 1.7


Page 14 of 60



Henry Schein, Inc.


Mgmt ForForElect Director Donald J. Kabat 1.8


Mgmt WithholdForElect Director Philip A. Laskawy 1.9

Rationale: We withheld from director P. Laskawy because he sits on the boards of more than four public companies. Given increasing demands on directors, they must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt ForForElect Director Karyn Mashima 1.10


Mgmt ForForElect Director Norman S. Matthews 1.11


Mgmt ForForElect Director Bradley T. Sheares 1.12


Mgmt ForForElect Director Louis W. Sullivan 1.13


Mgmt ForForApprove Elimination of Plurality Voting in the Election of Directors

2

Mgmt ForForAdvisory Vote to Ratify Named Executive Officers' Compensation 3


HSBC Holdings plc

Ticker HSBA

Meeting Date

25-May-12

Country

United Kingdom

Meeting Type

Annual

ISIN: GB0005405286 SEDOL: 0540528



Page 15 of 60



HSBC Holdings plc


Mgmt AbstainForApprove Remuneration Report 2

Rationale: We abstained on the remuneration report, reflecting our mixed views of the remuneration plan's structure and how it was applied. We do see positives with regard to the long-term share retention features of the Group Performance Share Plan, and note that the remuneration committee did show some restraint in terms of making incentive awards for 2011 performance notably below the potential payouts. We also applaud the detailed disclosure of the key performance metrics and how these were assessed in terms of making final bonus decisions. However we remain concerned with the grant on performance structure in the GPSP and continue to have reservations about some of the metrics. These include the focus on Returns on Equity -- which we find to be too narrow-- and which does not fully account for risk or debt leverage. We also believe that some of the more qualitative targets relating to strategy, brand equity, people, compliance and reputation reflect what the basic salary should reward executives for. To the extent such qualitative metrics can have merit as performance indicators reflecting the execution of company strategy, we believe these should be primarily the focus of annual bonus awards-- and that longer-term rewards should reflect the economic success or failure of the strategy, as reflected by total shareholder return and risk-adjusted returns on capital. More generally, we believe the company’s agreed 1:3:6 layering of bonus potential relative to basic salary leaves considerable scope for overly generous payouts, and that the company should review carefully the quantum of executive rewards—particularly to the extent that quantum concerns could undermine the company’s initiatives relating to brand equity and reputation.

Mgmt ForForRe-elect Safra Catz as Director 3a

Mgmt ForForRe-elect Laura Cha as Director 3b

Mgmt ForForRe-elect Marvin Cheung as Director 3c

Mgmt ForForRe-elect John Coombe as Director 3d

Mgmt ForForElect Joachim Faber as Director 3e

Mgmt ForForRe-elect Rona Fairhead as Director 3f

Mgmt ForForRe-elect Douglas Flint as Director 3g

Mgmt ForForRe-elect Alexander Flockhart as Director 3h

Mgmt ForForRe-elect Stuart Gulliver as Director 3i

Mgmt ForForRe-elect James Hughes-Hallett as Director 3j

Mgmt ForForRe-elect William Laidlaw as Director 3k

Mgmt ForForElect John Lipsky as Director 3l

Mgmt ForForRe-elect Janis Lomax as Director 3m

Mgmt ForForRe-elect Iain Mackay as Director 3n

Mgmt ForForRe-elect Nagavara Murthy as Director 3o

Mgmt ForForRe-elect Sir Simon Robertson as Director 3p

Mgmt ForForRe-elect John Thornton as Director 3q

Mgmt ForForReappoint KPMG Audit plc as Auditors and Authorise Their Remuneration

4




Page 16 of 60



HSBC Holdings plc


Mgmt ForForApprove Scrip Dividend Program 8


Informa plc

Ticker INF

Meeting Date

17-May-12

Country

United Kingdom

Meeting Type

Annual

ISIN: JE00B3WJHK45 SEDOL: B3WJHK4



Rationale: .

Mgmt ForForRe-elect Derek Mapp as Director 2

Mgmt ForForRe-elect Peter Rigby as Director 3

Mgmt ForForRe-elect Adam Walker as Director 4

Mgmt ForForRe-elect Dr Pamela Kirby as Director 5

Mgmt ForForRe-elect John Davis as Director 6

Mgmt ForForRe-elect Dr Brendan O'Neill as Director 7

Mgmt ForForRe-elect Stephen Carter as Director 8


Rationale: We voted for but remain concerned that CEO Peter Rigby's continues to be entitled to receive a bonus under his new contract. We would have expected the Company to remedy this legacy concern when redrafting the contracts. However, we acknowledge that the Company also disclosed a policy that stipulates future contracts will not contain bonuses in termination payments.

Mgmt ForForReappoint Deloitte LLP as Auditors 10

Mgmt ForForAuthorise Board to Fix Remuneration of Auditors 11




Page 17 of 60



Informatica Corporation

Ticker INFA

Meeting Date

31-May-12

Country

USA

Meeting Type

Annual

ISIN: US45666Q1022 SEDOL: 2412067


1 Elect Director Sohaib Abbasi Mgmt For Against

Rationale: We voted against this long serving director because directors are elected in classes rather than annually. This vote is not a comment on the chairmanship of the company. As shareholders, we should have the opportunity to communicate with our directors regularly on their performance. We urge the company to take immediate steps to declassify its board, thereby enhancing accountability.

Mgmt ForForElect Director Geoffrey W. Squire 2


Rationale: We voted against because we are concerned with the high grant rate, which will lead to excessive dilution.




Intel Corporation

Ticker INTC

Meeting Date

17-May-12

Country

USA

Meeting Type

Annual

ISIN: US4581401001 SEDOL: 2463247


1 Elect Director Charlene Barshefsky Mgmt For For

Mgmt ForForElect Director Andy D. Bryant 2

Mgmt ForForElect Director Susan L. Decker 3

Mgmt ForForElect Director John J. Donahoe 4

Mgmt ForForElect Director Reed E. Hundt 5

Mgmt ForForElect Director Paul S. Otellini 6

Mgmt ForForElect Director James D. Plummer 7

Mgmt ForForElect Director David S. Pottruck 8

Mgmt ForForElect Director Frank D. Yeary 9

Mgmt ForForElect Director David B. Yoffie 10

Page 18 of 60



Intel Corporation



Rationale: We note that the audit firm has served the company more than 20 years. While F&C does not currently advocate a specific term limit for auditors, we are increasingly aware that there is value in gaining new perspectives on finances and controls. We ask that the company consider a plan for bringing in a new auditing firm.


Rationale: We voted for because overall pay is well aligned with performance, and because the compensation committee has provided a clear explanation of recent changes in the equity compensation plan that should better incentivise and retain key executives. Nevertheless, we would encourage the company to continue its shift away from options in favour of performance-based share grants which provide better alignment with the interests of shareholders.

SH ForAgainstAdopt Proxy Statement Reporting on Political Contributions and Advisory Vote

13

Rationale: We voted for because, while we recognise and commend the company's excellent disclosure regarding its approach to political spending and public policy lobbying, we support putting the company's political donations budget to a vote. This is standard practice in the UK and ensures board accountability to shareholders by obtaining their vote in favour of the company's political spending policy and overall donations budget each year in advance. However, we do not support an advisory vote with the substantial amount of detail requested by the proponents.

IntercontinentalExchange, Inc.

Ticker ICE

Meeting Date

18-May-12

Country

USA

Meeting Type

Annual

ISIN: US45865V1008 SEDOL: B0PBS81


1 Elect Director Charles R. Crisp Mgmt For For

Rationale: We voted for this director and have no immediately concerns with his independence or credentials.

Mgmt ForForElect Director Jean-Marc Forneri 2

Mgmt ForForElect Director Judd A. Gregg 3

Mgmt ForForElect Director Fred W. Hatfield 4

Mgmt ForForElect Director Terrence F. Martell 5

Mgmt ForForElect Director Callum McCarthy 6

Mgmt ForForElect Director Sir Robert Reid 7

Mgmt AgainstForElect Director Frederic V. Salerno 8

Rationale: We voted against because this director sits on the boards of more than four public companies. Given increasing demands on directors, they must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Page 19 of 60



IntercontinentalExchange, Inc.


Mgmt ForForElect Director Jeffrey C. Sprecher 9

Mgmt AgainstForElect Director Judith A. Sprieser 10


Mgmt AgainstForElect Director Vincent Tese 11




Intertek Group plc

Ticker ITRK

Meeting Date

17-May-12

Country

United Kingdom

Meeting Type

Annual

ISIN: GB0031638363 SEDOL: 3163836




Rationale: We abstained because we are concerned that rewards for performance against short-term targets exceed those for long-term targets and could drive short-term decision-making at the expense of long-term strategy.


Mgmt ForForElect Sir David Reid as Director 4

Mgmt ForForRe-elect Edward Astle as Director 5

Mgmt ForForRe-elect Alan Brown as Director 6

Mgmt ForForRe-elect Wolfhart Hauser as Director 7

Mgmt ForForRe-elect Christopher Knight as Director 8

Mgmt ForForRe-elect Lloyd Pitchford as Director 9

Mgmt ForForRe-elect Michael Wareing as Director 10

Mgmt ForForReappoint KPMG Audit plc as Auditors 11


Page 20 of 60



Intertek Group plc


Mgmt AbstainForAuthorise Issue of Equity with Pre-emptive Rights 13

Rationale: We abstained because the resolution provides for an increase in capital of greater than one-third. We consider any request greater than one-third of the issued share capital to be excessive and would expect additional justification by the company.





Keyence Corp.

Ticker 6861

Meeting Date

13-Jun-12

Country

Japan

Meeting Type

Annual

ISIN: JP3236200006 SEDOL: 6490995


1 Approve Allocation of Income, with a Final Dividend of JPY 30 Mgmt For Against

Rationale: We voted against because we consider the proposed dividend to be too low. We encourage the board to ensure cash is utilised efficiently to maximise returns for shareholders.

Mgmt ForForAmend Articles to Set a One-Time Shortened Fiscal Term for Accelerated Tax Benefit

2

Mgmt ForForElect Director Takizaki, Takemitsu 3.1

Mgmt ForForElect Director Yamamoto, Akinori 3.2

Mgmt AgainstForElect Director Kanzawa, Akira 3.3

Rationale: We voted against because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.

Mgmt AgainstForElect Director Kimura, Tsuyoshi 3.4


Page 21 of 60



Keyence Corp.


Mgmt AgainstForElect Director Ueda, Yoshihiro 3.5


Mgmt AgainstForElect Director Konishi, Masayuki 3.6


Mgmt AgainstForElect Director Ideno, Tomohide 3.7


Mgmt AgainstForElect Director Sasaki, Michio 3.8


Mgmt AgainstForAppoint Statutory Auditor Kosaka, Keizo 4.1

Rationale: We voted against because this director sits on the statutory auditor board but is not considered to be independent. The auditor board should be majority independent and work closley with the independent board directors to ensure a robust system of oversight and internal control.

Mgmt ForForAppoint Statutory Auditor Ogawa, Koichi 4.2

Mgmt ForForAppoint Alternate Statutory Auditor Kitamura, Tomiji 5

Kubota Corp.

Ticker 6326

Meeting Date

22-Jun-12

Country

Japan

Meeting Type

Annual

ISIN: JP3266400005 SEDOL: 6497509


1.1 Elect Director Masumoto, Yasuo Mgmt For For

Page 22 of 60



Kubota Corp.


Mgmt AbstainForElect Director Tomita, Tetsuji 1.2

Rationale: We abstained because we are concerned that there is inadequate independent representation on the board. While we have no objection to the proposed candidate, we recommend the company re-balance the board by appointing a minimum of three independent directors to broaden and diversify board discussion. Although we recognise the valuable role of the Kansayaku, we consider the role of independent directors to be fundamentally different.

Mgmt AbstainForElect Director Sakamoto, Satoru 1.3


Mgmt AbstainForElect Director Kimata, Masatoshi 1.4


Mgmt AbstainForElect Director Kubo, Toshihiro 1.5


Mgmt AbstainForElect Director Kimura, Shigeru 1.6


Mgmt ForForElect Director Mizuno, Yuzuru 1.7

Mgmt ForForElect Director Sato, Junichi 1.8

Mgmt ForForApprove Annual Bonus Payment to Directors 2

Lindt & Spruengli AG

Ticker LISN

Meeting Date

26-Apr-12

Country

Switzerland

Meeting Type

Annual

ISIN: CH0010570759 SEDOL: 5962309

Did not vote due to share blocking

Page 23 of 60





1 Share Re-registration Consent Mgmt For Do Not Vote


Ticker LISN

Meeting Date

26-Apr-12

Country

Switzerland

Meeting Type

Annual

ISIN: CH0010570759 SEDOL: 5962309



1 Accept Financial Statements and Statutory Reports Mgmt For Do Not Vote

Mgmt Do Not VoteForApprove Discharge of Board and Senior Management 2

Mgmt Do Not VoteForApprove Allocation of Income and Omission of Dividends 3.1

Mgmt Do Not VoteForApprove Transfer of CHF 116 Million from Capital Contribution Reserves to Free Reserves and Dividends of CHF 500 per Share and CHF 50 per Participation Certificate

3.2

Mgmt Do Not VoteForReelect Elisabeth Guertler as Director 4.1

Rationale: Item 4.2: We voted against because we do not consider this director independent and yet s/he sits on the audit committee. The audit committee requires ironclad independence and this director's membership could hamper the committee's impartiality and effectiveness. We voted against this director because, while we have no objections to this individual's performance, we wish to comment on board balance and integrity. The board should include at least 50% independent non-executive directors.

Mgmt Do Not VoteForReelect Franz Oesch as Director 4.2

Mgmt Do Not VoteForRatify PricewaterhouseCoopers AG as Auditors 5

Mgmt Do Not VoteForApprove CHF 330,000 Reduction in Share Capital via Cancellation of Repurchased Shares and CHF 530,000 Reduction in Participation Capital via Cancellation of Repurchased Participation Certificates

6

Manila Water Company, Inc.

Ticker MWC

Meeting Date

16-Apr-12

Country

Philippines

Meeting Type

Annual

ISIN: PHY569991086 SEDOL: B0684C7

Page 24 of 60



Manila Water Company, Inc.


Elect 11 Directors by Cumulative Voting Mgmt

Mgmt ForForElect Fernando Zobel de Ayala as a Director 1.1

Mgmt ForForElect Jaime Augusto Zobel de Ayala as a Director 1.2

Mgmt ForForElect Gerardo C. Ablaza Jr. as a Director 1.3

Mgmt ForForElect Antonino T. Aquino as a Director 1.4

Mgmt ForForElect Delfin L. Lazaro as a Director 1.5

Mgmt ForForElect John Eric T. Francia as a Director 1.6

Mgmt ForForElect Akinobu Ogata as a Director 1.7

Mgmt ForForElect Simon Gardiner as a Director 1.8

Mgmt AgainstForElect Ricardo Nicanor N. Jacinto as a Director 1.9

Rationale: We voted against because we wish to comment on the board. While we have no objection to the proposed candidate, we recommend the company recruit additional independent non-executive directors to broaden and diversify board discussion. At least one third of the board should be made up of independent non-executives.

Mgmt ForForElect Jose L. Cuisia Jr. as a Director 1.10

Mgmt ForForElect Oscar S. Reyes as a Director 1.11

Mgmt ForForApprove Minutes of Previous Shareholder Meeting Held on April 11, 2011

2

Mgmt ForForApprove Annual Report and Financial Statement of Management as of Dec. 31, 2011

3

Mgmt ForForRatify All Acts and Resolutions During the Preceding Year of the Board of Directors, Executive Comitee, Management Comitees and Officers

4

Mgmt ForForAmend Articles of Incorporation to Retire the Redeemable Preferred Shares with Total Par Value of P500 Million and Correspondingly Reduce the Authorized Capital Stock by P500 Million

5

Mgmt ForForElect Sycip Gorres Velayo & Co. as Independent Auditors and Authorize Board to Fix Their Remuneration

6

Mgmt AgainstForOther Business 7

Rationale: We voted against since we consider it inappropriate for 'Any Other Business' to be a voting item.

MEDNAX, Inc.

Ticker MD

Meeting Date

10-May-12

Country

USA

Meeting Type

Annual

ISIN: US58502B1061 SEDOL: 2677640

Page 25 of 60



MEDNAX, Inc.


1.1 Elect Director Cesar L. Alvarez Mgmt For For


Mgmt WithholdForElect Director Waldemar A. Carlo 1.2

Rationale: We voted against director W. Carlo as a member of the compensation committee whose independence is compromised due to long service on the board. While we do not object to the director's integrity or personal performance, the board should remove directors who have long relationships with management and other directors from committees that require absolute independence.

Mgmt WithholdForElect Director Michael B. Fernandez 1.3

Rationale: We voted against director M. Fernandez whose independence is compromised due to long service on the board, and yet he sits on the compensation and nominating committees. While we do not object to the director's integrity or personal performance, the board should remove directors who have long relationships with management and other directors from committees that require absolute independence.

Mgmt WithholdForElect Director Roger K. Freeman 1.4

Rationale: We voted against director R. Freeman as chairman of the nominating committee because we are concerned by how this board is balanced and would like to see the nominating committee take action. We noted that at least one-third of non-executive directors have served for more than 12 years. The board should seek additional fresh perspectives.

Mgmt ForForElect Director Paul G. Gabos 1.5


Mgmt ForForElect Director Pascal J. Goldschmidt 1.6


Mgmt ForForElect Director Manuel Kadre 1.7


Mgmt ForForElect Director Roger J. Medel 1.8


Mgmt ForForElect Director Donna E. Shalala 1.9


Mgmt ForForElect Director Enrique J. Sosa 1.10



Rationale: We voted against because we are concerned with the high grant rate, which will lead to excessive dilution. We further voted against the plan because it includes features that allow for loans to exercise options. This is inconsistent with good practice and should be eliminated.



Page 26 of 60



Mettler-Toledo International Inc.

Ticker MTD

Meeting Date

03-May-12

Country

USA

Meeting Type

Annual

ISIN: US5926881054 SEDOL: 2126249


1 Elect Director Robert F. Spoerry Mgmt For For

Mgmt ForForElect Director Wah-Hui Chu 2

Mgmt ForForElect Director Francis A. Contino 3

Mgmt ForForElect Director Olivier A. Filliol 4

Mgmt ForForElect Director Michael A. Kelly 5

Mgmt ForForElect Director Martin D. Madaus, Ph.D. 6

Mgmt ForForElect Director Hans Ulrich Maerki 7

Mgmt ForForElect Director George M. Milne, Jr., Ph.D. 8

Mgmt ForForElect Director Thomas P. Salice 9




Nexans

Ticker NEX

Meeting Date

15-May-12

Country

France

Meeting Type

Annual/Special

ISIN: FR0000044448 SEDOL: 7130836


Ordinary Business Mgmt

Mgmt ForForApprove Financial Statements and Discharge Directors 1

Mgmt ForForApprove Consolidated Financial Statements and Statutory Reports

2


3

Page 27 of 60



Nexans


Mgmt ForForReelect Frederic Vincent as Director 4

Rationale: Item 4:We voted for but note that the roles of Chairman and CEO are combined. We believe these roles are substantially different and generally should be separated to secure a proper balance between executives and outside shareholders and preserve accountability. We would also strongly ensourage the board to appoint a lead independent director to support the Chairman, ensure an orderly succession process, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.Item 5:We voted against because this director sits on the boards of more than four public companies. Directors must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt AgainstForReelect Colette Lewiner as Director 5

Mgmt ForForReelect Guillermo Luksic Craig as Director 6

Mgmt ForForSubject to Approval of Item 25, Elect Lena Wujek as Representative of Employee Shareholders to the Board

7

Mgmt ForForApprove Transaction with Frederic Vincent Re: Pension Scheme Agreement

8

Rationale: Item 9:We voted against because of concerns that the proposed pension scheme is in addition to the benefits retiring executives will receive as part of severance package and/or non-compete agreement.

Mgmt AgainstForApprove Transaction with Frederic Vincent Re: Severance Payment and Non Compete Agreement

9

Mgmt ForForSubject to Approval of Items 7 and 25, Approve Remuneration ofDirectors in the Aggregate Amount of EUR 650,000

10

Mgmt ForForRenew Appointments of PricewaterhouseCoopers Audit as Auditor and Etienne Boris as Alternate Auditor

11

Mgmt AgainstForAuthorize Repurchase of Up to 10 Percent of Issued Share Capital

12

Rationale: We voted against because shares should not be repurchased at a significant variation to the market price. Instead of setting a maximum purchase price, we encourage the company to repurchase shares at no more than 10% of market price

MgmtExtraordinary Business

Mgmt ForForApprove Reduction in Share Capital via Cancellation of Repurchased Shares

13

Page 28 of 60



Nexans


Mgmt AgainstForAuthorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 14 Million

14

Rationale: Item 14:We voted against because this resolution provides an exceptionally long authorisation period. If the company has an additional need for capital, it should come back to shareholders explaining the specific need. Item 15:We voted against because the resolution provides for an increase in capital of greater than 10% without pre-emption rights. We consider any request greater than 10% excessive and would expect additional justification by the company. We voted against because this resolution provides an exceptionally long authorisation period. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.Item 16:We voted against because the resolution provides for an increase in capital of greater than 10% without pre-emption rights. We consider any request greater than 10% excessive and would expect additional justification by the company. We voted against because this resolution provides an exceptionally long authorisation period. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.Item 17:We voted against because this extra share capital increase would provide for a total increase of more than 10% without pre-emption rights, which we consider excessive. We voted against because this resolution provides an exceptionally long authorisation period. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.Item 18:We voted against because this resolution provides an exceptionally long authorisation period. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.

Mgmt AgainstForAuthorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 4 Million

15

Mgmt AgainstForApprove Issuance of up to 20 Percent of Issued Capital Per Year for a Private Placement, up to Aggregate Nominal Amount of EUR 4 Million

16

Mgmt AgainstForAuthorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above

17

Mgmt AgainstForAuthorize Capital Increase of up to 5 Percent of Issued Capital for Future Acquisitions

18

Mgmt ForForAuthorize Capitalization of Reserves of Up to EUR 10 Million for Bonus Issue or Increase in Par Value

19

Mgmt ForForApprove Employee Stock Purchase Plan 20

Mgmt ForForApprove Stock Purchase Plan Reserved for International Employees

21

Mgmt ForForAuthorize up to Aggregate Nominal Amount of EUR 160,000 for Use in Restricted Stock Plan (for Employees and Executives)

22

Rationale: Item 24:We voted against because this plan does not effectively link executive pay to performance. Performance targets should be clearly disclosed and stretching and the compensation committee should do more to establish compensation packages that reward strong performance and build shareholder value over time.

Mgmt ForForAmend Peer Group for Performance Conditions for Restricted Shares Authorized under May 31, 2011 General Meeting

23

Mgmt AgainstForAuthorize up to Aggregate Nominal Amount of EUR 15,000 for Use in Restricted Stock Plan (for Employees)

24

Mgmt AgainstForAdd New Article 12 of Bylaws Re: Employee Shareholders Representative to the Board

25

Rationale: We voted against since the proposed amendments are not in shareholders best interest.

Page 29 of 60



Nexans


Mgmt ForForAmend Article 13 of Bylaws Re: Convening of Board Meetings 26

MgmtOrdinary Business

Mgmt ForForAuthorize Filing of Required Documents/Other Formalities 27

Pearson plc

Ticker PSON

Meeting Date

27-Apr-12

Country

United Kingdom

Meeting Type

Annual

ISIN: GB0006776081 SEDOL: 0677608




Mgmt ForForRe-elect David Arculus as Director 3

Rationale: We voted in favour of this director

Mgmt ForForRe-elect Patrick Cescau as Director 4

Mgmt ForForRe-elect Will Ethridge as Director 5

Mgmt ForForRe-elect Rona Fairhead as Director 6

Mgmt ForForRe-elect Robin Freestone as Director 7

Mgmt ForFor Re-elect Susan Fuhrman as Director 8

Mgmt ForForRe-elect Ken Hydon as Director 9

Mgmt ForForRe-elect Josh Lewis as Director 10

Rationale: We voted in favour of this director despite only attending 50% of audit committee meetings, in recognition of the fact that he was only appointed in March 2011. Going forward we would emphasise the importance of a high level of board and committee attendance for all directors.

Mgmt ForForRe-elect John Makinson as Director 11

Mgmt ForForRe-elect Glen Moreno as Director 12

Mgmt ForForRe-elect Marjorie Scardino as Director 13

Mgmt ForForElect Vivienne Cox as Director 14




Page 30 of 60



Pearson plc







Mgmt ForForAdopt New Articles of Association 22

PepsiCo, Inc.

Ticker PEP

Meeting Date

02-May-12

Country

USA

Meeting Type

Annual

ISIN: US7134481081 SEDOL: 2681511


1 Elect Director Shona L. Brown Mgmt For For

Mgmt ForForElect Director Ian M. Cook 2

Mgmt ForForElect Director Dina Dublon 3

Mgmt ForForElect Director Victor J. Dzau 4

Mgmt ForForElect Director Ray L. Hunt 5

Mgmt ForForElect Director Alberto Ibarguen 6

Mgmt ForForElect Director Indra K. Nooyi 7

Mgmt ForForElect Director Sharon Percy Rockefeller 8

Mgmt ForForElect Director James J. Schiro 9

Mgmt ForForElect Director Lloyd G. Trotter 10

Mgmt ForForElect Director Daniel Vasella 11

Mgmt ForForElect Director Alberto Weisser 12




Page 31 of 60



PepsiCo, Inc.



SH AbstainAgainstReport on Lobbying Payments and Policy 16

Rationale: We abstained on this proposal because the company already provides reasonable disclosure of its political donations. However, we ask the company to enhance transparency around its public policy priorities, as well as its key relationships with trade associations that engage on lobbying on its behalf.

SH ForAgainstEstablish Risk Oversight Committee 17

SH ForAgainstRequire Independent Board Chairman 18

Rationale: We voted for this proposal because establishing a fully independent chairman creates a balance of power that is more conducive to long-term performance. A board headed by management cannot reasonably provide the best oversight and evaluation of management's performance.

Polypore International, Inc.

Ticker PPO

Meeting Date

09-May-12

Country

USA

Meeting Type

Annual

ISIN: US73179V1035 SEDOL: B02HWV3


1.1 Elect Director William Dries Mgmt For Withhold

Rationale: We withheld from W. Dries, a member of the nominating committee, because directors are elected in classes rather than annually. As shareholders, we should have the opportunity to communicate with our directors regularly on their performance. We urge the company to take immediate steps to declassify its board, thereby enhancing accountability.

Mgmt ForForElect Director Frederick C. Flynn, Jr. 1.2

Mgmt ForForElect Director Michael Chesser 1.3



Rationale: We voted for the compensation plan because pay appears to be variable and recent performance is good. However, we are concerned that equity awards are not triggered by demonstrated performance. We prefer performance-based equity incentive plans that incentivize truly exceptional performance. We have also noted that the plan includes substantial tax gross ups for the financial planning and tax preparation benefits, which we oppose. Given current levels of compensation, we would prefer executives pays for their own financial services, which will also eliminate the need for tax gross ups.

Page 32 of 60



Praxair, Inc.

Ticker PX

Meeting Date

24-Apr-12

Country

USA

Meeting Type

Annual

ISIN: US74005P1049 SEDOL: 2699291


1.1 Elect Director Stephen F. Angel Mgmt For For

Mgmt WithholdForElect Director Oscar Bernardes 1.2

Rationale: We voted against director Oscar Bernardes because he sits on the boards of more than four public companies. Given increasing demands on directors, they must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt ForForElect Director Bret K. Clayton 1.3

Mgmt ForForElect Director Nance K. Dicciani 1.4

Mgmt ForForElect Director Edward G. Galante 1.5

Mgmt ForForElect Director Claire W. Gargalli 1.6

Mgmt ForForElect Director Ira D. Hall 1.7

Mgmt ForForElect Director Raymond W. LeBoeuf 1.8

Mgmt ForForElect Director Larry D. McVay 1.9

Mgmt ForForElect Director Wayne T. Smith 1.10

Mgmt ForForElect Director Robert L. Wood 1.11

Mgmt ForForProvide Right to Call Special Meeting 2



SH AbstainAgainstAdopt Proxy Statement Reporting on Political Contributions and Advisory Vote

4

Rationale: We abstained on this proposal because the company already provides reasonable disclosure of its political donations. However, we ask the company to enhance transparency around its public policy priorities, as well as its key relationships with trade associations that engage on lobbying on its behalf.


Principal Financial Group, Inc.

Ticker PFG

Meeting Date

22-May-12

Country

USA

Meeting Type

Annual

ISIN: US74251V1026 SEDOL: 2803014

Page 33 of 60



Principal Financial Group, Inc.


1 Elect Director Richard L. Keyser Mgmt For For

Rationale: Normally, our policy would call for us to oppose R. Keyser, a member of the nominating committee because the board is classified and shareholders should have the opportunity to communicate with our directors annually on their performance. However, we have noted that the board attempted to declassify itself in 2011 but was not successful due to supermajority provisions. We appreciate efforts to remove those barriers at this meeting, and we are hopeful that, if successful, the board will move to declassify in 2013. For these reasons we have voted for Mr. Keyser.

Mgmt ForForElect Director Luca Maestri 2

Mgmt AgainstForElect Director Elizabeth E. Tallett 3

Rationale: We voted against E. Tallett because she sits on the boards of more than four public companies. Given increasing demands on directors, they must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt ForForReduce Supermajority Vote Requirement 4

Rationale: We voted for this management proposal and thank the board for its efforts to reduce supermajority provisions, as they create artificial barriers for shareholders. Majority voting should be sufficient to change policies.


Rationale: We voted against the plan because a larger percentage of the equity awards should be tied to performance conditions. We also recommend that the committee introduce a metric that measures the company’s performance relative to an appropriate peer in order to identify and reward outperformance and avoid paying out for underperformance.


Prosafe SE

Ticker PRS

Meeting Date

23-May-12

Country

Cyprus

Meeting Type

Annual

ISIN: CY0100470919 SEDOL: B1L9DW5



Annual Meeting Mgmt

Mgmt Do Not VoteForElect Chairman of the Meeting 1

Mgmt Do Not VoteForApprove Meeting Notice and Agenda 2

Mgmt Do Not VoteForAccept Board of Director Report 3

Mgmt Do Not VoteForAccept Financial Statements 4

Mgmt Do Not VoteForAccept External Audit Report 5

Mgmt Do Not VoteForDecrease Number of Directors from 7 to 6 6

Page 34 of 60



Prosafe SE


Mgmt Do Not VoteForElect Directors 7

Rationale: We voted for but encourage the board to submit directors for re-election individually, rather than as a single slate. Such a practice enables shareholders to hold directors individually accountable for their performance.

Mgmt Do Not VoteForApprove Director Remuneration 8

Mgmt Do Not VoteForApprove Nomination Committee Members' Remuneration 9

Mgmt Do Not VoteForRatify Auditors 10

Mgmt Do Not VoteForApprove Remuneration of External Audit Firm 11

Mgmt Do Not VoteForAuthorize Share Repurchase Program 12

Rationale: We voted against because shares should not be repurchased at a significant variation to the market price.

Mgmt Do Not VoteForAuthorize Share Capital Increase 13a

Mgmt Do Not VoteForEliminate Preemptive Rights 13b

Mgmt Do Not VoteForAuthorize Share Capital Increase without Preemptive Rights 14

Prudential plc

Ticker PRU

Meeting Date

17-May-12

Country

United Kingdom

Meeting Type

Annual

ISIN: GB0007099541 SEDOL: 0709954



Mgmt AgainstForApprove Remuneration Report 2

Rationale: We voted against the report to reflect several concerns. While we recognise that the company's earnings have progressed in recent years and that the salaries of the chief executive and financial director had not risen since 2009, we note the double digit salary increases, which have the potential to further increase total remuneration on the basis of an increased annual bonus opportunity. We also observe that the bonus to the M&G CEO remains uncapped. We understand the rationale for changing the performance conditions in the Asian BUPP, and will monitor the extent to which these changes might trigger grants at a magnitude that otherwise might not have been justified.


Mgmt ForForElect Alexander Johnston as Director 4

Mgmt ForForElect Kaikhushru Nargolwala as Director 5

Mgmt AgainstForRe-elect Keki Dadiseth as Director 6

Rationale: We voted against Mr Dadiseth given concerns relating to outside commitments on 5 boards, and his less than 75% attendance rate at company board meetings. Directors must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Page 35 of 60



Prudential plc


Mgmt ForForRe-elect Sir Howard Davies as Director 7

Mgmt ForForRe-elect Robert Devey as Director 8

Mgmt ForForRe-elect John Foley as Director 9

Mgmt AbstainForRe-elect Michael Garrett as Director 10

Rationale: We abstained because this director sits on the boards of more than four public companies. Directors must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt ForForRe-elect Ann Godbehere as Director 11

Mgmt ForForRe-elect Paul Manduca as Director 12

Mgmt AbstainForRe-elect Harvey McGrath as Director 13

Rationale: We abstained on the election of Mr McGrath, based on past concerns that we have articulated to the company, specifically relating to the bid for AIA. But since he will be leaving the company's board we do not find it necessary to vote against.

Mgmt ForForRe-elect Michael McLintock as Director 14

Mgmt ForForRe-elect Nicolaos Nicandrou as Director 15

Mgmt ForForRe-elect Barry Stowe as Director 16

Mgmt ForForRe-elect Tidjane Thiam as Director 17

Mgmt ForForRe-elect Lord Turnbull as Director 18

Mgmt ForForRe-elect Michael Wells as Director 19



Mgmt ForForAuthorise EU Political Donations and Expenditure 22




Mgmt ForForApprove International Savings-Related Share Option Scheme for Non-Employees 2012

25




Page 36 of 60



Rotork plc

Ticker ROR

Meeting Date

20-Apr-12

Country

United Kingdom

Meeting Type

Annual

ISIN: GB0007506958 SEDOL: 0750695




Mgmt ForForRe-elect Ian King as Director 3

Mgmt ForForRe-elect Peter France as Director 4

Mgmt ForForRe-elect Jonathan Davis as Director 5

Mgmt ForForRe-elect Bob Arnold as Director 6

Mgmt ForForRe-elect Graham Ogden as Director 7

Mgmt ForForRe-elect John Nicholas as Director 8

Mgmt ForForRe-elect Roger Lockwood as Director 9

Mgmt ForForRe-elect Gary Bullard as Director 10









Mgmt ForForApprove Share Incentive Plan 19

Santos Ltd.

Ticker STO

Meeting Date

03-May-12

Country

Australia

Meeting Type

Annual

ISIN: AU000000STO6 SEDOL: 6776703


2(a) Elect Kenneth Charles Borda as a Director Mgmt For For

Page 37 of 60



Santos Ltd.


Mgmt ForForElect Roy Alexander Franklin as a Director 2(b)

Mgmt ForForAdopt the Remuneration Report 3

Rationale: We voted for the remuneration report and welcome improvements introduced that will incentivise performance improvements and better align the interests of shareholders and executives.

Mgmt ForForApprove the Strategy Grant of Share Acquisition Rights to David Knox

4

Rationale: We voted for this proposal and welcomed the performance targets linked to strategic operational objectives, which reflect industry best practice.

Mgmt AbstainForApprove the Termination Benefits for David Knox 5

Rationale: We abstained because, while we recognise the limited discretion the board retains to approve vesting of equity awards in case of termination, we are not entirely comfortable with the proposed vesting schedule under the scenario in which there is a unilateral and fundamental change to Mr. Knox’ role. We find it unusual that vesting would be greater under this scenario than under a termination without cause and cannot support full vesting of current year STI awards, plus partial vesting of next year’s STI awards on this basis.

Mgmt ForForApprove the Amendments to the Contitution of Santos Ltd 6

Mgmt ForForRenew the Proportional Takeover Provision 7

SAP AG

Ticker SAP

Meeting Date

23-May-12

Country

Germany

Meeting Type

Annual

ISIN: DE0007164600 SEDOL: 4846288


1 Receive Financial Statements and Statutory Reports for Fiscal 2011 (Non-Voting)

Mgmt


2


Mgmt ForForApprove Discharge of Supervisory Board for Fiscal 2011 4

Mgmt AbstainForApprove Remuneration System for Management Board Members 5

Rationale: Remuneration: We abstained because, although we recognise that SAP has taken several positive steps to improve its remuneration system, we remain concerned by the lack of disclosure of performance criteria, targets or caps according to which discretionary payments can be granted. While we commend management for successfully leading the company into a phase of significant growth, we ask the company to disclose the weighting of the performance criteria for the annual bonus and their targets to enable shareholders to understand whether the significant increase of the bonus payment this year is justified on the basis of stringent performance-based elements or a result of the discretionary power of the supervisory board. Furthermore, we are concerned by lack of caps on severance payments. In light of the above mentioned concerns, we also urge the company to increase the level of independence on its compensation committee as it currently consists entirely of non-independent directors.

Page 38 of 60



SAP AG


Mgmt ForForRatify KPMG AG as Auditors for Fiscal 2012 6

Mgmt ForForElect Hasso Plattner to the Supervisory Board 7a

Rationale: We voted for nominee Hasso Plattner as Chairman of the Supervisory Board but wish to note our concern about the board’s overall balance and independence. After the proposed elections, SAP's supervisory board would be only 25-percent independent, which is below the one-third independence level as required in our guidelines for Germany. The board should include at least 50% independent non-executive directors. Furthermore, we urge the company to establish fully independent audit and remuneration committees.

Mgmt ForForElect Pekka Ala-Pietilae to the Supervisory Board 7b

Mgmt ForForElect Anja Feldmann to the Supervisory Board 7c

Mgmt AgainstForElect Wilhelm Haarmann to the Supervisory Board 7d

Rationale: We voted against nominee Wilhelm Haarmann because, while we have no objections to this individual's performance, we wish to comment on board balance and independence. The board should include at least 50% independent non-executive directors. In addition, we note that this director is not independent and yet he sits on the remuneration committee. The remuneration committee requires ironclad independence and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt AgainstForElect Bernard Liautaud to the Supervisory Board 7e

Rationale: We voted against nominee Bernard Liautaud because, while we have no objections to this individual's performance, we wish to comment on board balance and independence. The board should include at least 50% independent non-executive directors.

Mgmt AgainstForElect Hartmut Mehdorn to the Supervisory Board 7f

Rationale: We voted against nominee Hartmut Mehdorn because, while we have no objections to this individual's performance, we wish to comment on board balance and independence. The board should include at least 50% independent non-executive directors.

Mgmt ForForElect Erhard Schipporeit to the Supervisory Board 7g

Rationale: We voted for nominee Erhard Schipporeit but are concerned that he sits on the boards of more than four public companies. Directors must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt ForForElect Klaus Wucherer to the Supervisory Board 7h

Mgmt ForForAmend Articles Re: Cancellation of Pool of Authorized Capital; Elimination of Clauses Referring to Registered Shares

8

Secom Co. Ltd.

Ticker 9735

Meeting Date

26-Jun-12

Country

Japan

Meeting Type

Annual

ISIN: JP3421800008 SEDOL: 6791591


1 Approve Allocation of Income, with a Final Dividend of JPY 90 Mgmt For For

Page 39 of 60



Secom Co. Ltd.


Mgmt ForForAmend Articles To Amend Business Lines 2

Mgmt AgainstForElect Director Iida, Makoto 3.1


Mgmt AgainstForElect Director Toda, Juichi 3.2


Mgmt ForForElect Director Kimura, Shohei 3.3

Mgmt AgainstForElect Director Haraguchi, Kanemasa 3.4


Mgmt ForForElect Director Maeda, Shuuji 3.5

Mgmt AgainstForElect Director Sato, Koichi 3.6


Mgmt AgainstForElect Director Nakayama, Yasuo 3.7


Mgmt AgainstForElect Director Ito, Hiroshi 3.8


Mgmt AgainstForElect Director Anzai, Kazuaki 3.9


Page 40 of 60



Secom Co. Ltd.


Mgmt AgainstForElect Director Yoshida, Yasuyuki 3.10


Mgmt AgainstForElect Director Nakayama, Junzo 3.11


Mgmt AgainstForAppoint Statutory Auditor Kuwahara, Katsuhisa 4.1


Mgmt ForForAppoint Statutory Auditor Kato, Hideki 4.2

Mgmt AbstainForApprove Retirement Bonus Payment for Directors and Statutory Auditors

5

Rationale: We abstained because we cannot approve retirement bonuses where the total award has not been disclosed. We would also not support the granting of retirement bonuses to outside directors or employees that take up other positions within the company.

Spectra Energy Corp

Ticker SE

Meeting Date

01-May-12

Country

USA

Meeting Type

Annual

ISIN: US8475601097 SEDOL: B1L60G9


1.1 Elect Director William T. Esrey Mgmt For For

Mgmt ForForElect Director Gregory L. Ebel 1.2

Mgmt ForForElect Director Austin A. Adams 1.3

Mgmt ForForElect Director Joseph Alvarado 1.4

Mgmt ForForElect Director Pamela L. Carter 1.5

Mgmt ForForElect Director F. Anthony Comper 1.6

Mgmt ForForElect Director Peter B. Hamilton 1.7

Mgmt ForForElect Director Dennis R. Hendrix 1.8

Page 41 of 60



Spectra Energy Corp


Mgmt ForForElect Director Michael McShane 1.9

Mgmt ForForElect Director Joseph H. Netherland 1.10

Mgmt ForForElect Director Michael E.J. Phelps 1.11


Mgmt ForForAdopt Majority Voting for Uncontested Election of Directors 3

Rationale: We voted for this management proposal and thank the board for responding to the 2011 shareholder proposal on majority voting, which F&C supported. Supermajority and plurality voting provisions create artificial barriers for shareholders and majority voting should be sufficient to change policies.


Standard Chartered plc

Ticker STAN

Meeting Date

09-May-12

Country

United Kingdom

Meeting Type

Annual

ISIN: GB0004082847 SEDOL: 0408284





Rationale: We abstained on the remuneration report to flag concerns relating to the growing quantum of awards, particularly with regard to two of the executive directors receiving substantial increases. Particularly in the current environment we would encourage the remuneration committee to show more restraint. However we did not vote against the remuneration report because because Standard Chartered has done a better job than most banks in terms of providing positive returns for shareholders and in this case we believe that pay is better matched with performance.

Mgmt ForForElect Viswanathan Shankar as Director 4

Rationale: We voted in favour of this director.

Mgmt ForForRe-elect Stefano Bertamini as Director 5

Mgmt ForForRe-elect Jaspal Bindra as Director 6

Mgmt ForForRe-elect Richard Delbridge as Director 7

Mgmt ForForRe-elect James Dundas as Director 8

Mgmt ForForRe-elect Valerie Gooding as Director 9

Mgmt ForForRe-elect Dr Han Seung-soo as Director 10

Page 42 of 60



Standard Chartered plc


Mgmt ForForRe-elect Simon Lowth as Director 11

Mgmt AbstainForRe-elect Rudolph Markham as Director 12

Rationale: We voted against this director because of concerns about overcommitment, noting that he sits on the boards of several other companies. We have no reason to doubt his abilities or integrity, and understand that his commitment and contributions to the board have been strong. But we are concerned that he could have insufficient time to focus on his responsibilities, particularly if a problem emerges at Standard Chartered or the other companies on whose board he sits. In the case of Standard Chartered this concern is compounded by the fact that Mr Markham serves as both Senior Independent Director and audit committee chairman. We also observe his 11 year tenure on the board, and would encourage the board to review succession plans for his audit committee role as his ongoing tenure could give rise to questions about his independence.

Mgmt ForForRe-elect Ruth Markland as Director 13

Mgmt ForForRe-elect Richard Meddings as Director 14

Mgmt ForForRe-elect John Paynter as Director 15

Mgmt ForForRe-elect Sir John Peace as Director 16

Rationale: We voted in favour of Sir John Peace, and commend him for his board leadership of a well-managed bank. However we note his chairmanship of two other FTSE 100 companies and have some concern about potential overcommitment, particularly given the significant calls on his time at Standard Chartered.

Mgmt ForForRe-elect Alun Rees as Director 17

Mgmt ForForRe-elect Peter Sands as Director 18

Mgmt ForForRe-elect Paul Skinner as Director 19

Mgmt ForForRe-elect Oliver Stocken as Director 20





Rationale: We supported this resolution. While we do not support 66% headroom for most companies, we do believe this is relevant for financial institutions. But as a general matter we consider any request greater than one-third of the issued share capital to be excessive and would expect additional justification by the company.



Mgmt ForForAuthorise Market Purchase of Ordinary Shares 27

Mgmt ForForAuthorise Market Purchase of Preference Shares 28


Page 43 of 60



Statoil ASA

Ticker STL

Meeting Date

15-May-12

Country

Norway

Meeting Type

Annual

ISIN: NO0010096985 SEDOL: 7133608



1 Open Meeting Mgmt

MgmtRegistration of Attending Shareholders and Proxies 2

Mgmt Do Not VoteForElect Olaug Svarva as Chairman of Meeting 3

Mgmt Do Not VoteForApprove Notice of Meeting and Agenda 4

Mgmt Do Not VoteForDesignate Inspector(s) of Minutes of Meeting 5

Mgmt Do Not VoteForApprove Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 6.50 per Share

6

MgmtShareholder Proposals

SH Do Not VoteAgainstWithdraw Company From Tar Sands Activities in Canada 7

Rationale: We voted against this resolution as we do not support the filers’ calls for the company to withdraw from the Canadian oil sands altogether. We note that Statoil’s has started commercial scale production on its demonstration project and is set to expand its oil sands operations. While we commend the company for setting clear greenhouse gas reduction targets, we remain concerned by the lack of progress in reducing further the carbon-intensity of oil sands production methods. We also would encourage the company to disclose clearer targets for its water management and land reclamation strategy. We ask that Statoil individually, and collaboratively through its membership with the Canada’s Oil Sands Innovation Alliance (COSIA), develop a clearer vision for how technology developments can help reduce the environmental impacts of oil sands production. We ask in particular for more clarity on the question how the growing GHG footprint of the industry can be reconciled with the effects of climate change and the move towards a lower carbon economy.

MgmtManagement Proposals

Mgmt Do Not VoteForApprove Remuneration Policy And Other Terms of Employment For Executive Management

8

Rationale: We voted against because this plan does not effectively link executive pay to performance. Performance targets should be clearly disclosed and stretching and the compensation committee should do more to establish compensation packages that reward strong performance and build shareholder value over time. We are particularly concerned by the fact that the cash-based long-term incentive program in essence grants free shares to executives without any performance criteria attached.

Mgmt Do Not VoteForApprove Remuneration of Auditors for 2011 9

Mgmt Do Not VoteForElect KPMG as Auditors 10

Mgmt Do Not VoteForReelect Olaug Svarva as Member of Corporate Assembly 11.1

Mgmt Do Not VoteForReelect Idar Kreutzer as Member of Corporate Assembly 11.2

Mgmt Do Not VoteForReelect Karin Aslaksen as Member of Corporate Assembly 11.3

Mgmt Do Not VoteForReelect Greger Mannsverk as Member of Corporate Assembly 11.4

Mgmt Do Not VoteForReelect Steinar Olsen as Member of Corporate Assembly 11.5

Mgmt Do Not VoteForReelect Ingvald Strommen as Member of Corporate Assembly 11.6

Page 44 of 60



Statoil ASA


Mgmt Do Not VoteForReelect Rune Bjerke as Member of Corporate Assembly 11.7

Mgmt Do Not VoteForReelect Tore Ulstein as Member of Corporate Assembly 11.8

Mgmt Do Not VoteForReelect Live Haukvik Aker as Member of Corporate Assembly 11.9

Mgmt Do Not VoteForReelect Siri Kalvig as Member of Corporate Assembly 11.10

Mgmt Do Not VoteForReelect Thor Oscar Bolstad as Member of Corporate Assembly 11.11

Mgmt Do Not VoteForReelect Barbro Haetta as Member of Corporate Assembly 11.12

Mgmt Do Not VoteForReelect Arthur Sletteberg as Deputy Member of Corporate Assembly

11.13

Mgmt Do Not VoteForElect Bassim Haj as New Deputy Member of Corporate Assembly 11.14

Mgmt Do Not VoteForReelect Anne-Margrethe Firing as Deputy Member of Corporate Assembly

11.15

Mgmt Do Not VoteForReelect Linda Litlekalsoy Aase as Deputy Member of Corporate Assembly

11.16

Mgmt Do Not VoteForApprove Remuneration of Corporate Assembly in the Amount of NOK 107,900 for Chair, NOK 56,800 for Vice Chair, NOK 39,900 for Other Members, and NOK 5,700 per Meeting for Deputy Members

12

Mgmt Do Not VoteForReelect Olaug Svarva as Chairman of Nominating Committee 13.1

Mgmt Do Not VoteForReelect Tom Rathke as Member of Nominating Committee 13.2

Mgmt Do Not VoteForReelect Live Haukvik Aker as Member of Nominating Committee 13.3

Mgmt Do Not VoteForReelect Ingrid Dramdal Rasmussen as Member of Nominating Committee

13.4

Mgmt Do Not VoteForApprove Remuneration of Members of Nominating Committee in the Amount of NOK 10,800 per Meeting for Chairman and NOK 8,000 per Meeting for Regular Members

14

Mgmt Do Not VoteForAuthorize Repurchase and Reissuance of Shares up to a Nominal Value of NOK 27.5 Million in Connection with Share Saving Scheme for Employees

15


Mgmt Do Not VoteForAuthorize Repurchase of Shares up to a Nominal Value of NOK 187.5 Million and Cancellation of Repurchased Shares

16


Page 45 of 60



Swatch Group AG

Ticker UHR

Meeting Date

16-May-12

Country

Switzerland

Meeting Type

Annual

ISIN: CH0012255151 SEDOL: 7184725



Rationale: We voted for but noted that no directors are standing for election. Shareholders should be eligible to elect at least one third of the board annually, in order to hold them accountable.

Mgmt ForForApprove Discharge of Board and Senior Management 2

Mgmt ForForApprove Allocation of Income and Dividends of CHF 1.15 per Registered Share and CHF 5.75 per Bearer Share

3

Mgmt ForForRatify PricewaterhouseCoopers as Auditors 4

Swiss Reinsurance (Schweizerische Rueckversicherungs)

Ticker N/A

Meeting Date

13-Apr-12

Country

Switzerland

Meeting Type

Annual

ISIN: CH0126881561 SEDOL: B545MG5



1.1 Approve Remuneration Report Mgmt For Do Not Vote

Mgmt Do Not VoteForAccept Financial Statements and Statutory Reports 1.2

Mgmt Do Not VoteForApprove Allocation of Income and Omission of Dividends 2

Mgmt Do Not VoteForApprove Dividends of CHF 3.00 per Share from Capital Contribution Reserves

3

Mgmt Do Not VoteForApprove Discharge of Board and Senior Management 4

Mgmt Do Not VoteForReelect Jakob Baer as Director 5.1.1

Mgmt Do Not VoteForReelect John Coomber as Director 5.1.2

Mgmt Do Not VoteForElect Robert Henrikson as Director 5.1.3

Mgmt Do Not VoteForRatify PricewaterhouseCoopers AG as Auditors 5.2

Page 46 of 60



Telecity Group plc

Ticker TCY

Meeting Date

04-Apr-12

Country

United Kingdom

Meeting Type

Annual

ISIN: GB00B282YM11 SEDOL: B282YM1




Rationale: We voted against the remuneration report, as we are not convinced that such a significant step change in potential remuneration is warranted or that existing arrangements pose a substantial retention risk.

Mgmt ForForRe-elect John Hughes as Director 3

Mgmt ForForRe-elect Michael Tobin as Director 4

Mgmt ForForRe-elect Brian McArthur-Muscroft as Director 5

Mgmt ForForRe-elect Simon Batey as Director 6

Mgmt ForForRe-elect John O'Reilly as Director 7

Mgmt ForForElect Maurizio Carli as Director 8

Mgmt ForForElect Sahar Elhabashi as Director 9






Mgmt AgainstForApprove Long-Term Incentive Plan 2012 15

Rationale: We voted against the new long-term incentive plan because we find it difficult to justify or support a substantial potential change in remuneration, notwithstanding the performance conditions attached.


Tomra Systems ASA

Ticker TOM

Meeting Date

26-Apr-12

Country

Norway

Meeting Type

Annual

ISIN: NO0005668905 SEDOL: 4730875



1 Open Meeting; Registration of Attending Shareholders and Proxies

Mgmt

Page 47 of 60



Tomra Systems ASA


MgmtElect Chairman of Meeting 2

MgmtDesignate Inspector of Minutes of Meeting 3

Mgmt Do Not VoteForApprove Notice of Meeting and Agenda 4

Mgmt Do Not VoteForReceive and Approve Management's Report 5

Mgmt Do Not VoteForApprove Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 1.05 per Share

6

Mgmt Do Not VoteForApprove Remuneration Policy And Other Terms of Employment For Executive Management

7

Rationale: We voted against because the long-term incentive plan does not include clearly disclosed performance conditions. The inclusion of robust and stretching performance targets is key to incentivising long-term performance and aligning management and shareholder interests.

Mgmt Do Not VoteForApprove Remuneration of Directors in the Amount of NOK 540,000 for the Chairman, NOK 385,000 for External Board Members, and NOK 225,000 for Internal Board Members; Approve Remuneration for Committee Work; Approve Remuneration for Auditors

8

Rationale: We voted for but recommend that the company seeks separate approval of director and auditor fees

Mgmt Do Not VoteForReelect Svein Rennemo (Chairman), Jan Svensson, Hege Norheim, Aniela Gjos, and Bernd Bothe as Directors; Elect Tom Knoff (Chairman), Eric Douglas, and Hild Kinder as Members of the Nominating Committee

9

Mgmt Do Not VoteForAmend Corporate Purpose 10

Mgmt Do Not VoteForAuthorize Share Repurchase Program and Reissuance of Repurchased Shares

11

Mgmt Do Not VoteForApprove Creation of NOK 14.8 Million Pool of Capital without Preemptive Rights

12

Mgmt Do Not VoteForAuthorize Company to Call EGM with Two Weeks' Notice 13

Tullow Oil plc

Ticker TLW

Meeting Date

16-May-12

Country

United Kingdom

Meeting Type

Annual

ISIN: GB0001500809 SEDOL: 0150080




Page 48 of 60



Tullow Oil plc



Rationale: We welcome the company’s efforts to consult with shareholders on its remuneration report and its openness to feedback. However, we abstained on the remuneration report due to the proposed significant increases in basic salary. While we share the Board’s perspective that in light of the company’s growth in size and complexity salaries need to stay competitive, we prefer increased rewards to be paid out under incentive schemes rather than large increases in fixed pay, or be introduced in stages over a number of years rather than in a single year. We also noted our continued concern over the Performance Share Plan (PSP) amendments in 2011. We believe that the switch to a fixed maximum number of shares for PSP awards may result in potentially excessive payouts and recommend granting awards as a percentage of base salary in line with UK market practice, which we believe provides a safeguard against significant volatility in potential payouts. We also remain concerned that the performance targets attached to awards made under the PSP are based upon a single metric (TSR). While we acknowledge that other operational KPIs are taken into account for awards to vest, we would encourage the company to base awards on multiple metrics (financial and operational) that provide a more complete picture of the company's performance.

Mgmt ForForElect Simon Thompson as Director 4

Rationale: We voted for as there are no concerns with this appointment.

Mgmt ForForElect Steve Lucas as Director 5

Mgmt ForForRe-elect Tutu Agyare as Director 6

Mgmt ForForRe-elect David Bamford as Director 7

Mgmt ForForRe-elect Ann Grant as Director 8

Mgmt ForForRe-elect Aidan Heavey as Director 9

Mgmt ForForRe-elect Graham Martin as Director 10

Rationale: We voted for as there are no concerns with this individual's performance.

Mgmt ForForRe-elect Angus McCoss as Director 11

Mgmt ForForRe-elect Paul McDade as Director 12

Mgmt ForForRe-elect Steven McTiernan as Director 13

Rationale: We voted for this director as he is scheduled to retire from the Board in 2012 and there are no concerns regarding his independence.

Mgmt ForForRe-elect Ian Springett as Director 14

Mgmt ForForReappoint Deloitte LLP as Auditors 15

Mgmt ForForAuthorise the Audit Committee to Fix Remuneration of Auditors 16




Mgmt ForForApprove the Increase in the Maximum Amount of Fees to Non-executive Directors

20

Page 49 of 60



U.S. Bancorp

Ticker USB

Meeting Date

17-Apr-12

Country

USA

Meeting Type

Annual

ISIN: US9029733048 SEDOL: 2736035


1 Elect Director Douglas M. Baker, Jr. Mgmt For Against

Rationale: Once again, we oppose the reappointment of D. Baker who is not sufficiently independent from fellow directors J. Johnson and J. Levin who evaluate and determine compensation for Mr. Baker at Ecolab. This type of director interlock is poor practice.

Mgmt ForForElect Director Y. Marc Belton 2

Mgmt AgainstForElect Director Victoria Buyniski Gluckman 3

Rationale: We voted against V. Buyniski Gluckman who lacks independence due to a familial relationship with a bank employee as well as long tenure in excess of 12 years. She should no longer serve on the audit, compensation or nominating committees.

Mgmt AgainstForElect Director Arthur D. Collins, Jr. 4

Rationale: We oppose A. Collins, the chairman of the nominating committee, because the US Bancorp board follows poor practice. The independence of its directors is compromised by many factors including inappropriate board interlocks and familial relationships with employees. In addition, more than one-third of the non-executive directors have served for more than 12 years. Long service can erode independence as directors become close to management and each other, and overly invested in prior strategic decisions. We note that R. Reiten is not standing for re-election and that the board has appointed two brand new candidates. However, we have concerns that one of these new directors has too many board commitments and cannot support his nomination. The board should seek additional fresh perspectives.

Mgmt ForForElect Director Richard K. Davis 5

Mgmt AgainstForElect Director Roland A. Hernandez 6

Rationale: We oppose new director nominee R. Hernandez because he sits on the boards of more than four companies. Directors must have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt AgainstForElect Director Joel W. Johnson 7

Rationale: For the first time we are withhold from J. Johnson who has served on the board for more than 12 years. Long service erodes independence and he should no longer serve on the audit, compensation or nominating committees.

Mgmt ForForElect Director Olivia F. Kirtley 8

Mgmt AgainstForElect Director Jerry W. Levin 9

Rationale: We withheld from J. Levin who lacks independence due to long tenure in excess of 12 years and yet sits on key board committees.

Mgmt AgainstForElect Director David B. O'Maley 10

Rationale: We withheld from D. O'Maley who lacks independence due to long tenure in excess of 12 years and yet sits on key board committees.

Mgmt AgainstForElect Director O'dell M. Owens, M.D., M.P.H. 11

Rationale: We withheld from O. Owens who lacks independence due to a familial relationship with a bank employee, as well as from long tenure in excess of 12 years.

Page 50 of 60



U.S. Bancorp


Mgmt ForForElect Director Craig D. Schnuck 12

Rationale: While we have some reservations about the business ties between C. Schnuck and the company we voted for his re-election this year. We would prefer that directors not have lucrative business partnerships with the companies where they are expected to act in the interests of shareholders.

Mgmt AgainstForElect Director Patrick T. Stokes 13

Rationale: We withheld from P. Stokes who lacks independence due to long tenure in excess of 12 years and yet sits on key board committees.

Mgmt ForForElect Director Doreen Woo Ho 14


Rationale: We voted for the reappointment of the auditors. We have noted that the fees paid to the auditors that are not related to the audit have decreased as the company has brought tax work in-house. This is a positive step that should help strengthen the independence of the auditing firm.


Rationale: Once again, we voted against the compensation plan because the one-year RoE performance metric is too short-term for a so-called long-term incentive plan. We recommend that the company consider using a risk-adjusted award in future. While we applaud the committee for utilizing a peer group to evaluate relative performance -- performance targets should not pay out when a company achieves bottom quartile performance. In addition, we continue to object to provisions for tax gross-ups in some executive employment agreements.

Umicore

Ticker UMI

Meeting Date

24-Apr-12

Country

Belgium

Meeting Type

Annual/Special

ISIN: BE0003884047 SEDOL: 4005001


Annual and Special Meeting Mgmt

MgmtReceive Directors' and Auditors' Reports 1


Rationale: We voted against because the company did not provide disclosure on performance criteria on the share plan. While we welcome the overall balance of the remuneration policy and the emphasis in long term shareholder value, we would encourage the company to incorporate a claw back clause which would allow the company to reclaim inappropriate payouts.

Mgmt ForForApprove Financial Statements, Allocation of Income, and Dividends of EUR 1.00 per Share

3

MgmtReceive Consolidated Financial Statements and Statutory Reports 4

Mgmt ForForApprove Discharge of Directors 5

Page 51 of 60



Umicore


Mgmt ForForApprove Discharge of Auditors 6

Mgmt ForForReelect T. Leysen as Director 7.1

Mgmt ForForReelect M. Grynberg as Director 7.2

Mgmt ForForReelect K. Wendel as Director 7.3

Mgmt ForForElect R. Thomaes as Independent Director 7.4

Mgmt ForForApprove Remuneration of Directors 7.5

Mgmt ForForApprove Change-of-Control Clauses 8

Umicore

Ticker UMI

Meeting Date

31-May-12

Country

Belgium

Meeting Type

Special

ISIN: BE0003884047 SEDOL: 4005001


Special Meeting Mgmt

Mgmt ForForAuthorize Repurchase of Up to 10 Percent of Issued Share Capital

1

Union Pacific Corporation

Ticker UNP

Meeting Date

10-May-12

Country

USA

Meeting Type

Annual

ISIN: US9078181081 SEDOL: 2914734


1 Elect Director Andrew H. Card, Jr. Mgmt For For

Mgmt ForForElect Director Erroll B. Davis, Jr. 2

Mgmt ForForElect Director Thomas J. Donohue 3

Mgmt ForForElect Director Archie W. Dunham 4

Mgmt ForForElect Director Judith Richards Hope 5

Mgmt ForForElect Director Charles C. Krulak 6

Page 52 of 60



Union Pacific Corporation


Mgmt ForForElect Director Michael R. McCarthy 7

Mgmt ForForElect Director Michael W. McConnell 8

Mgmt ForForElect Director Thomas F. McLarty, III 9

Mgmt ForForElect Director Steven R. Rogel 10

Mgmt ForForElect Director Jose H. Villarreal 11

Mgmt ForForElect Director James R. Young 12




Rationale: We voted against the plan because a larger percentage of the equity awards should be tied to performance conditions. We also encourage the compensation committee to introduce more rigorous and transparent targets for determining executive bonus awards.

SH ForAgainstReport on Lobbying Payments and Policy 15

Rationale: We voted for this proposal because comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including gifts to 527 organizations and ballot initiatives. In addition, it should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe the company's policies and processes for giving. We ask that the board provide ultimate oversight for political donations.

SH ForAgainstStock Retention 16

Rationale: We voted for the proposal because we agree that companies should introduce substantial long-term holding requirements for senior executives. The idea of extending some portion past retirement, resignation or termination has merit. While we don’t necessarily endorse the specific threshold recommended by the proponents, we would like the company to take a more robust approach to stock retention of long-term equity awards. This would also facilitate a strong approach to recouping awards in the event of fraud, a serious deterioration of the business due to inappropriate management of risk, a major restatement or other serious management failures.

USS Co., Ltd.

Ticker 4732

Meeting Date

26-Jun-12

Country

Japan

Meeting Type

Annual

ISIN: JP3944130008 SEDOL: 6171494



Mgmt ForForElect Director Ando, Yukihiro 2.1

Page 53 of 60



USS Co., Ltd.


Mgmt ForForElect Director Tamura, Fumihiko 2.2

Mgmt ForForElect Director Hara, Shigeo 2.3

Mgmt ForForElect Director Seta, Dai 2.4

Mgmt ForForElect Director Masuda, Motohiro 2.5

Mgmt ForForElect Director Gono, Eiji 2.6

Mgmt ForForElect Director Mishima, Toshio 2.7

Mgmt ForForElect Director Yamanaka, Masafumi 2.8

Mgmt ForForElect Director Ikeda, Hiromitsu 2.9

Mgmt ForForElect Director Akase, Masayuki 2.10

Mgmt ForForElect Director Okada, Hideo 2.11

Mgmt ForForElect Director Hayashi, Isamu 2.12

Mgmt ForForElect Director Madono, Satoru 2.13

Mgmt ForForElect Director Sato, Koji 2.14

Mgmt AgainstForApprove Takeover Defense Plan (Poison Pill) 3

Rationale: We voted against because we generally oppose poison pill defenses. The best defence against a take-over is strong management. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.

VeriFone Systems, Inc.

Ticker PAY

Meeting Date

27-Jun-12

Country

USA

Meeting Type

Annual

ISIN: US92342Y1091 SEDOL: B07RH68


1.1 Elect Director Robert W. Alspaugh Mgmt For For

Mgmt ForForElect Director Douglas G. Bergeron 1.2

Mgmt ForForElect Director Dr. Leslie G. Denend 1.3

Mgmt ForForElect Director Alex W. Hart 1.4

Mgmt ForForElect Director Robert B. Henske 1.5

Mgmt ForForElect Director Richard A. McGinn 1.6

Mgmt ForForElect Director Eitan Raff 1.7

Page 54 of 60



VeriFone Systems, Inc.


Mgmt ForForElect Director Jeffrey E. Stiefler 1.8


Rationale: We voted against the compensation plan because, while the board has identified some performance conditions for the equity awards, the annual time frame is too short to be considered long-term. We prefer to see performance periods between three and five years.


Williams-Sonoma, Inc.

Ticker WSM

Meeting Date

24-May-12

Country

USA

Meeting Type

Annual

ISIN: US9699041011 SEDOL: 2967589


1 Elect Director Laura J. Alber Mgmt For For

Mgmt ForForElect Director Adrian D.P. Bellamy 2

Mgmt ForForElect Director Rose Marie Bravo 3

Mgmt ForForElect Director Mary Ann Casati 4

Mgmt ForForElect Director Patrick J. Connolly 5

Mgmt ForForElect Director Adrian T. Dillon 6

Mgmt ForForElect Director Anthony A. Greener 7

Mgmt ForForElect Director Ted W. Hall 8

Mgmt ForForElect Director Michael R. Lynch 9

Mgmt ForForElect Director Lorraine Twohill 10

Mgmt ForForAmend Executive Incentive Bonus Plan 11




Page 55 of 60



Xstrata plc

Ticker XTA

Meeting Date

01-May-12

Country

United Kingdom

Meeting Type

Annual

ISIN: GB0031411001 SEDOL: 3141100





Rationale: We welcome the company's efforts to conduct a shareholder consultation on its remuneration plans. While we understand the company's decision to halt the consultation due to events linked to the proposed merger with Glencore, we would encourage the company to conduct a similar exercise once there is clarity on the outcome of such negotiations. As for the advisory vote on 2011's remuneration report, we abstained because the LTIP allows for the vesting of more than one-third of the performance award when the target threshold is reached. Targets should be designed to drive superior performance and should only generate significant payouts when threshold targets are exceeded. Also, we have yet to see the introduction of a performance metric linked to volume growth into the LTIP, in addition to existing cost-saving and TSR metrics. We also want to express our concerns in regard to the potentially very high severance payments in case of contract termination, as well as to the plan allowing for full, unconditional vesting in the case of a change of control. In such cases, equity should either be rolled forward into a successor company or should vest only to the extent that performance conditions have been met.

Mgmt ForForRe-elect Sir John Bond as Director 4

Rationale: We voted for this director

Mgmt ForForRe-elect Mick Davis as Director 5

Mgmt ForForRe-elect Dr Con Fauconnier as Director 6

Mgmt ForForRe-elect Ivan Glasenberg as Director 7

Rationale: We voted for this director, but encourage the board to require his attendance to all board meetings.

Mgmt ForForRe-elect Peter Hooley as Director 8

Mgmt ForForRe-elect Claude Lamoureux as Director 9

Mgmt ForForRe-elect Aristotelis Mistakidis as Director 10


Mgmt ForForRe-elect Tor Peterson as Director 11


Mgmt ForForRe-elect Trevor Reid as Director 12

Mgmt ForForRe-elect Sir Steve Robson as Director 13


Mgmt ForForRe-elect David Rough as Director 14


Mgmt ForForRe-elect Ian Strachan as Director 15

Mgmt ForForRe-elect Santiago Zaldumbide as Director 16

Page 56 of 60



Xstrata plc


Mgmt ForForReappoint Ernst & Young LLP as Auditors and Authorise Their Remuneration

17




Mgmt ForForApprove Reduction of Share Premium Account 20

Mgmt ForForAuthorise the Company to Call an EGM with Not Less Than 20 Clear Days' Notice

21

Yamada Denki Co.

Ticker 9831

Meeting Date

28-Jun-12

Country

Japan

Meeting Type

Annual

ISIN: JP3939000000 SEDOL: 6985026



Mgmt ForForAmend Articles To Amend Business Lines 2

Mgmt ForForElect Director Yamada, Noboru 3.1

Mgmt ForForElect Director Ichimiya, Tadao 3.2

Mgmt AgainstForElect Director Iizuka, Hiroyasu 3.3


Mgmt AgainstForElect Director Karasawa, Ginji 3.4


Page 57 of 60



Yamada Denki Co.


Mgmt AgainstForElect Director Igarashi, Makoto 3.5


Mgmt AgainstForElect Director Kurihara, Masaaki 3.6


Mgmt AgainstForElect Director Okamoto, Jun 3.7


Mgmt AgainstForElect Director Kuwano, Mitsumasa 3.8


Mgmt AgainstForElect Director Higuchi, Haruhiko 3.9


Mgmt AgainstForElect Director Kobayashi, Tatsuo 3.10


Mgmt AgainstForElect Director Samata, Shinichi 3.11


Page 58 of 60



Yamada Denki Co.


Mgmt AgainstForElect Director Fukui, Akira 3.12


Mgmt AgainstForElect Director Takahashi, Chiaki 3.13


Mgmt AgainstForElect Director Matsuda, Yoshinori 3.14


Mgmt AgainstForElect Director Yamada, Shigeaki 3.15


Mgmt AgainstForElect Director Koyano, Kenichi 3.16


Mgmt AgainstForElect Director Yamada, Masaru 3.17


Mgmt AgainstForAppoint Statutory Auditor Itakura, Haruhiko 4


Mgmt AbstainForApprove Retirement Bonus Payment for Directors 5


Page 59 of 60



Yamada Denki Co.


Mgmt AbstainForApprove Retirement Bonus Payment for Statutory Auditor 6


Page 60 of 60

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