Vote Summary Report - Schroders · Vote Summary Report . Date range covered: 08/01/2019 to...

Voting August 2019

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

Vote Summary Report Date range covered: 08/01/2019 to 08/31/2019

Capri Holdings Limited Meeting Date: 08/01/2019 Country: Virgin Isl (UK)

Meeting Type: Annual Ticker: CPRI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Director Judy Gibbons 1a

For For Elect Director Jane Thompson 1b

For For Ratify Ernst & Young LLP as Auditors 2

For For Advisory Vote to Ratify Named Executive Officers' Compensation

3

Blended Rationale: Vesting period is less than 3 years

One Year One Year Advisory Vote on Say on Pay Frequency 4

China International Travel Service Corp. Ltd. Meeting Date: 08/01/2019 Country: China

Meeting Type: Special Ticker: 601888

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Investment in the Construction of Haikou International Duty Free City Project

For For

Blended Rationale: ALL_DONOTVOTE

Against For Approve Signing of Financial Services Agreement

2

Voter Rationale: The proposed financial service agreement with the group finance company may expose the company to unnecessary risks.

Blended Rationale: The proposed financial service agreement with the group finance company may expose the company to unnecessary risks.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Investment in the Construction of Haikou International Duty Free City Project

1


China International Travel Service Corp. Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Approve Signing of Financial Services Agreement

2

Voter Rationale: The proposed financial service agreement with the group finance company may expose the company to unnecessary risks.

Blended Rationale: The proposed financial service agreement with the group finance company may expose the company to unnecessary risks.

Eicher Motors Limited Meeting Date: 08/01/2019 Country: India

Meeting Type: Annual Ticker: 505200

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports

For For

For For Approve Dividend 2

For For Reelect Siddhartha Lal as Director 3

Blended Rationale: A vote AGAINST the following nominee is warranted because: * Vinod Kumar Dasari (Item 5) given that his election as director is bundled with his appointment and remuneration as executive of the company and the company has failed to specify the components of the executive's remuneration package. A vote FOR the other nominees is warranted.

For For Approve Remuneration of Cost Auditors 4

Against For Elect Vinod Kumar Dasari as Director and Approve Appointment and Remuneration of Vinod Kumar Dasari as Whole-time Director

5

Voter Rationale: The proposed remuneration does not include a breakdown of components of the package (variable vs fixed etc).

Blended Rationale: The proposed remuneration does not include a breakdown of components of the package (variable vs fixed etc).

For For Elect Inder Mohan Singh as Director 6


For For Elect Vinod Kumar Aggarwal as Director 7


For For Approve Commission to Non-Executive Directors 8

For For Approve Payment of Remuneration to S. Sandilya as Chairman (Non-Executive and Independent Director)

9


Eicher Motors Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Approve Eicher Motors Limited's Restricted Stock Unit Plan 2019

10

Voter Rationale: The Scheme permits stock options to be issued with an exercise price at a discount to the current market price.

Blended Rationale: The Scheme permits stock options to be issued with an exercise price at a discount to the current market price.

Against For Approve Extension of Benefits of Eicher Motors Limited's Restricted Stock Unit Plan 2019 to the Employees of Subsidiary Companies

11



Godrej Consumer Products Limited Meeting Date: 08/01/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Confirm Interim Dividend 2

Against For Reelect Nadir Godrej as Director 3

Voter Rationale: Overboarded

Blended Rationale: Overboarded

For For Reelect Jamshyd Godrej as Director 4

Blended Rationale: A vote AGAINST the following nominees is warranted because: * Nadir Burjor Godrej (Item 3) and Aman Mehta (Item 7) each serve on a total of more than six public company boards. * Omkar Goswami (Item 8) has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.


For For Reelect Narendra Ambwani as Director 6



Godrej Consumer Products Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Reelect Aman Mehta as Director 7



Against For Reelect Omkar Goswami as Director 8

Voter Rationale: Poor attendance

Blended Rationale: Poor attendance

For For Reelect Ireena Vittal as Director 9


For For Approve Reappointment and Remuneration of Nisaba Godrej as Whole-time Director

10

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

For For Approve Reappointment and Remuneration of Vivek Gambhir as Managing Director & CEO

11


Jazz Pharmaceuticals plc Meeting Date: 08/01/2019 Country: Ireland

Meeting Type: Annual Ticker: JAZZ

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Paul L. Berns For For

For For Elect Director Patrick G. Enright 1b

For For Elect Director Seamus Mulligan 1c

For For Elect Director Norbert G. Riedel 1d

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

2


3

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


Larsen & Toubro Limited Meeting Date: 08/01/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Approve Final Dividend 2

For For Reelect M.V. Satish as Director 3

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

For For Reelect Shailendra Roy as Director 4


For For Reelect R. Shankar Raman as Director 5


For For Reelect J.D Patil as Director 6


For For Reelect M.M. Chitale as Director 7


For For Reelect M. Damodaran as Director 8


For For Reelect Vikram Singh Mehta as Director 9


For For Reelect Adil Zainulbhai as Director 10


Against For Approve Remuneration to S.N Subrahmanyan as Chief Executive Officer and Managing Director

11

Voter Rationale: The company has not disclosed the commission rate

Blended Rationale: The company has not disclosed the commission rate

Against For Approve Remuneration to R. Shankar Raman as Chief Financial Officer and Whole-time Director

12

Voter Rationale: The company has not disclosed the commission rate

Blended Rationale: The company has not disclosed the commission rate

For For Amend Objects Clause of Memorandum of Association

13


Larsen & Toubro Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

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

14


Marico Limited Meeting Date: 08/01/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Reelect Harsh Mariwala as Director 2

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


For For Approve Reappointment and Remuneration of Saugata Gupta as Managing Director and CEO

4

For For Approve Payment of Remuneration to Harsh Mariwala as Chairman of the Board and Non-Executive Director

5

For For Reelect Nikhil Khattau as Director 6


For For Reelect Hema Ravichandar as Director 7


For For Reelect B. S. Nagesh as Director 8


For For Reelect Rajeev Bakshi as Director 9


Raia Drogasil SA Meeting Date: 08/01/2019 Country: Brazil

Meeting Type: Special Ticker: RADL3


Raia Drogasil SA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Agreement to Absorb Drogaria Onofre Ltda.

For For

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

For For Ratify Apsis Consultoria e Avaliacoes Ltda. as the Independent Firm to Appraise Proposed Transaction

2

Blended Rationale: A vote FOR these items is warranted because: * The company effectively owns 100 percent of its subsidiary; * The absorption will not result in any transfer of cash or shares away from the company; * The company has presented reasonable rationale for the transaction; and * The proposed transaction is neutral to shareholders.

For For Approve Independent Firm's Appraisal 3

Blended Rationale: A vote FOR these items is warranted because: * The company effectively owns 100 percent of its subsidiary; * The absorption will not result in any transfer of cash or shares away from the company; * The company has presented reasonable rationale for the transaction; and * The proposed transaction is neutral to shareholders.

For For Approve Absorption of Drogaria Onofre Ltda. 4


For For Authorize Board to Ratify and Execute Approved Resolutions

5

Astral Poly Technik Limited Meeting Date: 08/02/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


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

For For Declare Final Dividend 3

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

Against For Reelect Kyle Thompson as Director 4




Astral Poly Technik Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Reelect K R Shenoy as Director 5



Against For Reelect Pradip Desai as Director 6



For For Elect Kaushal Nakrani as Director 7

Blended Rationale: A vote AGAINST the re-election of K. R. Shenoy, Pradip N. Desai and Kyle A. Thompson are warranted given that they have attended less than 75 percent of board and committee meetings over the most recent fiscal year, without a satisfactory explanation.A vote FOR all other nominees is warranted.

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

8


Chow Tai Fook Jewellery Group Ltd. Meeting Date: 08/02/2019 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Approve Final and Special Dividends 2

For For Elect Wong Siu-Kee, Kent as Director 3a

For For Elect Suen Chi-Keung, Peter as Director 3b

For For Elect Chan Hiu-Sang, Albert as Director 3c

For For Elect Liu Chun-Wai, Bobby as Director 3d

For For Elect Cheng Chi-Man, Sonia as Director 3e

Against For Elect Lam Kin-Fung, Jeffrey as Director 3f



For For Elect Cheng Ka-Lai, Lily as Director 3g

For For Authorize Board to Fix Remuneration of Directors

3h


Chow Tai Fook Jewellery Group Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

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

4

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

5

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

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

For For Authorize Repurchase of Issued Share Capital 6

Against For Authorize Reissuance of Repurchased Shares 7

Voter Rationale: The discount limit is not disclosed

Blended Rationale: The discount limit is not disclosed

Cirrus Logic, Inc. Meeting Date: 08/02/2019 Country: USA

Meeting Type: Annual Ticker: CRUS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director John C. Carter For For

For For Elect Director Alexander M. Davern 1.2

For For Elect Director Timothy R. Dehne 1.3

For For Elect Director Deirdre Hanford 1.4

For For Elect Director Jason P. Rhode 1.5

For For Elect Director Alan R. Schuele 1.6

For For Elect Director David J. Tupman 1.7


Against For Advisory Vote to Ratify Named Executive Officers' Compensation

3

Blended Rationale: The minimum vesting period is less than 3 years.

GlaxoSmithKline Consumer Healthcare Limited Meeting Date: 08/02/2019 Country: India



GlaxoSmithKline Consumer Healthcare Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Sangeeta Talwar as Director 3


For For Elect P. Dwarakanath as Director 4


For For Elect S. Madhavan as Director 5


For For Elect P. V. Bhide as Director 6


For For Approve Reappointment and Remuneration of Anup Dhingra as Executive Director Designated as Director - Operations

7


For For Approve Reappointment and Remuneration of Vivek Anand as Executive Director Designated as Director - Finance & CFO

8


Highbridge Multi-Strategy Fund Ltd. Meeting Date: 08/02/2019 Country: Guernsey

Meeting Type: Annual Ticker: HMSF

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Reappoint PricewaterhouseCoopers CI LLP as Auditors and Authorise Their Remuneration

2


Highbridge Multi-Strategy Fund Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Vic Holmes as Director 3

Blended Rationale: A vote FOR the election/re-election of Vic Holmes, Sarita Keen, Steve Le Page and Paul Le Page is warranted because no significant concerns have been identified.

For For Re-elect Sarita Keen as Director 4


For For Re-elect Steve Le Page as Director 5


For For Elect Paul Le Page as Director 6


For For Authorise Market Purchase of Ordinary Shares 7

Against For Authorise Issue of Equity without Pre-emptive Rights

8

Voter Rationale: Excessive dilution.

Blended Rationale: Excessive dilution.

For For Adopt New Articles of Association 9

Housing Development Finance Corporation Limited Meeting Date: 08/02/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.a Accept Financial Statements and Statutory Reports

For For

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

For For Accept Consolidated Financial Statements and Statutory Reports

1.b



For For Reelect V. Srinivasa Rangan as Director 3



Housing Development Finance Corporation Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Authorize Board to Fix Remuneration of Auditors 4

For For Elect Bhaskar Ghosh as Director 5


For For Elect Ireena Vittal as Director 6


For For Reelect Nasser Munjee as Director 7


For For Reelect J. J. Irani as Director 8


For For Approve Related Party Transactions with HDFC Bank Limited

9

For For Approve Commission to Non-Executive Directors 10

For For Approve Revision in the Remuneration of Keki M. Mistry as Managing Director Designated as Vice Chairman & Chief Executive Officer

11

For For Authorize Issuance of Redeemable Non-Convertible Debentures and/ or Any Other Hybrid Instruments on Private Placement Basis

12

Lyxor China Enterprise (HSCEI) UCITS ETF Meeting Date: 08/02/2019 Country: Luxembourg

Meeting Type: Annual Ticker: ASI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Deferral of the AGM due to the Unavailability of the Company's Annual Accounts

For For

For For Receive and Approve Board's and Auditor's Reports

2

For For Approve Financial Statements 3

For For Approve Allocation of Income and Dividends 4

For For Approve Resignation of Patrick Vincent as Director

5


Lyxor China Enterprise (HSCEI) UCITS ETF Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Ratify Cooptation of Alexandre Cegarra as Director

6

For For Approve Resignation of Frederic Genet as Director

7

For For Ratify Cooptation of Lucien Caytan as Director 8

For For Approve Discharge of Directors 9

Against For Re-elect Directors 10

Voter Rationale: The details of the directors to be re-elected have not been disclosed.

Blended Rationale: The details of the directors to be re-elected have not been disclosed.

For For Renew Appointment of Auditor 11

For For Approve Fillings and Publications Required by the Law

12

Lyxor Core US TIPS (DR) UCITS ETF Meeting Date: 08/02/2019 Country: Luxembourg

Meeting Type: Annual Ticker: NMLVCV.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


2




5


6


7




Voter Rationale: Details of the directors to be reappointed have not been disclosed.

Blended Rationale: Details of the directors to be reappointed have not been disclosed.


Lyxor Core US TIPS (DR) UCITS ETF Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



12

Lyxor S&P 500 UCITS ETF Meeting Date: 08/02/2019 Country: Luxembourg

Meeting Type: Annual Ticker: SP5

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


2




5


6


7




Voter Rationale: Details of the directors to be re-elected have not been disclosed.

Blended Rationale: Details of the directors to be re-elected have not been disclosed.



12

Max India Limited Meeting Date: 08/02/2019 Country: India



Max India Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Against For Reelect Tara Singh Vachani as Director 2

Voter Rationale: Poor attendance for 3 consecutive years

Blended Rationale: Poor attendance for 3 consecutive years

For For Reelect Ashwani Windlass as Director 3

Blended Rationale: A vote AGAINST the Tara Singh Vachani is warranted because she has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation.A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.

For For Elect K. Narasimha Murthy as Director 4


For For Elect Sharmila Tagore as Director 5


For For Elect Analjit Singh as Director 6


Against For Approve Divestment of Entire Equity Shareholding in Pharmax Corporation Limited

7

Voter Rationale: The company has not disclosed the conditions for this transfer or what the basis was for determining the consideration price.

Blended Rationale: The company has not disclosed the conditions for this transfer or what the basis was for determining the consideration price.

Against For Approve Material Related Party Transaction with Max Estates Limited

8

Voter Rationale: The company has not disclosed the conditions for this transfer or what the basis was for determining the consideration price.

Blended Rationale: The company has not disclosed the conditions for this transfer or what the basis was for determining the consideration price.

Raubex Group Ltd. Meeting Date: 08/02/2019 Country: South Africa

Meeting Type: Annual Ticker: RBX


Raubex Group Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports for the Year Ended 28 February 2019

For For

For For Reappoint PricewaterhouseCoopers Inc as Auditors of the Company with CJ Hertzog as the Individual Registered Auditor

2

For For Re-elect Freddie Kenney as Director 3.1

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

For For Re-elect Leslie Maxwell as Director 3.2


For For Re-elect Bryan Kent as Director 3.3


For For Re-elect Setshego Bogatsu as Director 3.4


For For Re-elect Leslie Maxwell as Member of the Audit Committee

4.1

Blended Rationale: A vote FOR these items is warranted: * All of the members of the Audit Committee are independent.

For For Re-elect Bryan Kent as Member of the Audit Committee

4.2


For For Re-elect Setshego Bogatsu as Member of the Audit Committee

4.3


For For Approve Remuneration Policy 5

For For Approve Remuneration Implementation Report 6

For For Authorise Ratification of Approved Resolutions 7

For For Approve Remuneration of Non-Executive Directors

1

For For Authorise Repurchase of Issued Share Capital 2

For For Approve Financial Assistance to Related or Inter-related Companies and Corporations

3


Tongcheng-Elong Holdings Limited Meeting Date: 08/02/2019 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Adopt 2019 Share Option Plan and Related Transactions

For Against

Voter Rationale: Performance conditions and vesting period have not been disclosed and directors eligible to receive options under the plan are involved in the administration of the plan.

Blended Rationale: Performance conditions and vesting period have not been disclosed and directors eligible to receive options under the plan are involved in the administration of the plan.

Mangalore Refinery & Petrochemicals Limited Meeting Date: 08/03/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Reelect Shashi Shanker as Director 2

Blended Rationale: A vote AGAINST Kodihally Mahadevprasad Mahesh (Item 3) is warranted because he has attended less than 75 percent of board and committee meetings over the most recent fiscal year, without a satisfactory explanation. A vote FOR all other nominees is warranted.

For For Reelect K M Mahesh as Director 3



For For Authorize Board to Fix Remuneration of Joint Statutory Auditors

5

For For Elect Vivek Mallya as Director 6


For For Approve Remuneration of Cost Auditors for Financial Year 2018-19

7

Blended Rationale: A vote FOR these proposals is warranted given the absence of any known issues concerning the cost auditor, the remunerations, and the way the cost audit was conducted.


Mangalore Refinery & Petrochemicals Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Remuneration of Cost Auditors for Financial Year 2019-20

8

Blended Rationale: A vote FOR these proposals is warranted given the absence of any known issues concerning the cost auditor, the remunerations, and the way the cost audit was conducted.

For For Approve Offer or Invitation to Subscribe to Non-Convertible Debentures

9

Asymchem Laboratories (Tianjin) Co., Ltd. Meeting Date: 08/05/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Company's Eligibility for Private Placement of Shares

For For


For For Approve Share Type and Par Value 2.1


For For Approve Issue Manner and Issue Time 2.2


For For Approve Target Subscribers and Subscription Method

2.3


For For Approve Basis of Pricing and Issue Price 2.4


For For Approve Issue Amount 2.5


For For Approve Lock-up Period 2.6


For For Approve Amount and Use of Proceeds 2.7


For For Approve Distribution Arrangement of Undistributed Earnings

2.8



Asymchem Laboratories (Tianjin) Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Listing Exchange 2.9


For For Approve Resolution Validity Period 2.10


For For Approve Private Placement of Shares 3


For For Approve Feasibility Analysis Report on the Use of Proceeds

4


For For Approve Special Report on the Deposit and Usage of Raised Funds

5


For For Approve Verification Report on the Usage of Previously Raised Funds

6


For For Approve Impact of Dilution of Current Returns on Major Financial Indicators and the Relevant Measures to be Taken

7


For For Approve Shareholder Return Plan 8


For For Approve Authorization of Board to Handle All Related Matters Regarding Private Placement of Shares

9


For For Amend Articles of Association and Handling of Business Registration Changes

10


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Company's Eligibility for Private Placement of Shares

1

Blended Rationale: A vote FOR is merited given that the company has well demonstrated its need for capital.

For For Approve Share Type and Par Value 2.1




Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Issue Manner and Issue Time 2.2


For For Approve Target Subscribers and Subscription Method

2.3


For For Approve Basis of Pricing and Issue Price 2.4


For For Approve Issue Amount 2.5


For For Approve Lock-up Period 2.6


For For Approve Amount and Use of Proceeds 2.7


For For Approve Distribution Arrangement of Undistributed Earnings

2.8


For For Approve Listing Exchange 2.9


For For Approve Resolution Validity Period 2.10


For For Approve Private Placement of Shares 3


For For Approve Feasibility Analysis Report on the Use of Proceeds

4


For For Approve Special Report on the Deposit and Usage of Raised Funds

5


For For Approve Verification Report on the Usage of Previously Raised Funds

6


For For Approve Impact of Dilution of Current Returns on Major Financial Indicators and the Relevant Measures to be Taken

7




Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Shareholder Return Plan 8


For For Approve Authorization of Board to Handle All Related Matters Regarding Private Placement of Shares

9


For For Amend Articles of Association and Handling of Business Registration Changes

10

Berger Paints India Limited Meeting Date: 08/05/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Kuldip Singh Dhingra as Director 3


For For Reelect Gurbachan Singh Dhingra as Director 4


For For Reelect Naresh Gujral as Director 5


For For Elect Anoop Hoon as Director 6


For For Elect Sonu Halan Bhasin as Director 7


For For Approve Reappointment and Remuneration of Rishma Kaur as Whole-time Director Designated as Executive Director

8



Berger Paints India Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Reappointment and Remuneration of Kanwardip Singh Dhingra as Whole-time Director Designated as Executive Director

9



Sequoia Economic Infrastructure Income Fund Ltd. Meeting Date: 08/05/2019 Country: Guernsey

Meeting Type: Annual Ticker: SEQI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Approve Remuneration Report 2

Against For Re-elect Jonathan Bridel as Director 3

Voter Rationale: Overboarded with multiple external appointments.

Blended Rationale: Overboarded with multiple external appointments.

For For Re-elect Jan Pethick as Director 4

Blended Rationale: Item 3 A vote FOR the re-election of Jon Bridel is warranted, although it is not without concern because: * Apart from his role as a NED of the Company, he also serves various roles at other public companies, which could potentially compromise his ability to commit sufficient time to his role in the Company. Mitigating, the main reason for support is: * Most of his external commitments are at investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. This will be kept under review. Items 4-6 A vote FOR the re-election of Jan Pethick, Robert Jennings and Sandra Platts is warranted because no significant concerns have been identified.

For For Re-elect Robert Jennings as Director 5


For For Re-elect Sandra Platts as Director 6



Sequoia Economic Infrastructure Income Fund Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Ratify KPMG Channel Islands Limited as Auditors

7

For For Authorise Board to Fix Remuneration of Auditors 8

For For Approve Dividend Policy 9


For For Authorise Issue of Equity without Pre-emptive Rights

11

Torrent Power Limited Meeting Date: 08/05/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Jinal Mehta as Director 3

For For Approve Commission to Directors 4


For For Approve Commission to Sudhir Mehta as Non-Executive Director and Chairman Emeritus

6

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

7

Arvind Limited Meeting Date: 08/06/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Arvind Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For Reelect Punit Lalbhai as Director 3


For For Approve Reappointment and Remuneration of Jayesh K. Shah as Director and Group Chief Financial Officer

4

For For Reelect Dileep C. Choksi as Director 5


For For Elect Arpit Kantilal Patel as Director 6


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

7


Fubon Financial Holding Co., Ltd. Meeting Date: 08/06/2019 Country: Taiwan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Amendment on 2018 Profit Distribution Plan

For For

GDS Holdings Limited Meeting Date: 08/06/2019 Country: Cayman Islands

Meeting Type: Annual Ticker: GDS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Director William Wei Huang For Against

Voter Rationale: Chair of the Nomination Committee of a board that lacks majority independence and a separate Chair and CEO or Lead Independent Director

Blended Rationale: Chair of the Nomination Committee of a board that lacks majority independence and a separate Chair and CEO or Lead Independent Director


GDS Holdings Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Director Bin Yu 2

Against For Elect Director Zulkifli Baharudin 3

Voter Rationale: Member on the Nomination Committee of a board that lacks majority independence and a separate Chair and CEO or Lead Independent Director

Blended Rationale: Member on the Nomination Committee of a board that lacks majority independence and a separate Chair and CEO or Lead Independent Director

For For Ratify KPMG Huazhen LLP as Auditors 4

Against For Amend Omnibus Stock Plan 5

Voter Rationale: Lack of disclosure on the change-in-control details, excessive dilution and discretion to accelerate vesting.

Blended Rationale: Lack of disclosure on the change-in-control details, excessive dilution and discretion to accelerate vesting.


6




7

Gielda Papierow Wartosciowych w Warszawie SA Meeting Date: 08/06/2019 Country: Poland

Meeting Type: Special Ticker: GPW

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Elect Meeting Chairman For For

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

For For Approve Agenda of Meeting 4

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

Against For Elect Supervisory Board Member 5

Voter Rationale: Director details are not disclosed.

Blended Rationale: Director details are not disclosed.


Guangzhou Automobile Group Co., Ltd. Meeting Date: 08/06/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Appointment of Auditors For For

For For Approve Appointment of Internal Control Auditors

2

HCL Technologies Limited Meeting Date: 08/06/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Reelect Shiv Nadar as Director 2

Blended Rationale: A vote FOR all nominees is warranted.

For For Approve B S R & Co. LLP, Chartered Accountants as Auditors and Authorize Board to Fix Their Remuneration

3

For For Reelect R. Srinivasan as Director 4


For For Reelect S. Madhavan as Director 5


For For Reelect Robin Ann Abrams as Director 6


For For Reelect Sosale Shankara Sastry as Director 7


For For Approve Payment of Commission to Non-Executive Directors

8


Phoenix Holdings Ltd. Meeting Date: 08/06/2019 Country: Israel

Meeting Type: Annual/Special Ticker: PHOE

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Reappoint Kost Forer Gabbay & Kasierer as Auditors and Authorize Board to Fix Their Remuneration

For For

For For Elect Uri Rosenberg as Director 3

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

4

For For Approve Employment Terms of Eyal Ben Simon, CEO

5

For For Approve Amended Employment Terms of Roy Yakir, Deputy CEO & Investment Manager, CEO of Subsidary Company

6

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

A

Voter Rationale: Administrative

Blended Rationale: Administrative

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

B1



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

B2



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

B3




Pidilite Industries Limited Meeting Date: 08/06/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect A N Parekh as Director 3


For For Reelect N K Parekh as Director 4


For For Reelect B S Mehta as Director 5


For For Reelect Uday Khanna as Director 6


For For Reelect Meera Shankar as Director 7



Schroder Alt. Sol. - Agriculture Fund Meeting Date: 08/06/2019 Country: Luxembourg

Meeting Type: Special Ticker: S0YCZZ.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Full Restatement of the Articles of Incorporation

For For

Schroder Alt. Sol. - Commodity Fund Meeting Date: 08/06/2019 Country: Luxembourg

Meeting Type: Special Ticker: MM0YXP.F


Schroder Alt. Sol. - Commodity Fund

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Schroder Alt. Sol. - Commodity Total Return Fund Meeting Date: 08/06/2019 Country: Luxembourg

Meeting Type: Special Ticker: N/A

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Blended Rationale: A vote FOR this item is warranted because the proposed amendments are not considered detrimental to shareholders' interests..

Schroder Gaia - Bluetrend Meeting Date: 08/06/2019 Country: Luxembourg

Meeting Type: Special Ticker: NHBG0R.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Various Amendments to the Articles of Incorporation

For For

Schroder Gaia - Cat Bond Meeting Date: 08/06/2019 Country: Luxembourg

Meeting Type: Special Ticker: L6FDQT.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Schroder Gaia - Contour Tech Equity Meeting Date: 08/06/2019 Country: Luxembourg

Meeting Type: Special Ticker: KCGBPP.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Schroder Gaia - Helix Meeting Date: 08/06/2019 Country: Luxembourg


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Schroder Gaia - Indus Pacifichoice Meeting Date: 08/06/2019 Country: Luxembourg

Meeting Type: Special Ticker: B71NFM.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Schroder Gaia - Sirios Us Equity Meeting Date: 08/06/2019 Country: Luxembourg

Meeting Type: Special Ticker: PB9CXW.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Schroder Gaia - Two Sigma Diversified Meeting Date: 08/06/2019 Country: Luxembourg

Meeting Type: Special Ticker: FYY872.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Schroder Gaia - Wellington Pagosa Meeting Date: 08/06/2019 Country: Luxembourg

Meeting Type: Special Ticker: WNC5Z1.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Schroder Mp - Amort. Glb. Multi-credit Cf. Fd. (2019-2025) Meeting Date: 08/06/2019 Country: Luxembourg


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Schroder Mp - Bespoke Investment Fund 1 Meeting Date: 08/06/2019 Country: Luxembourg



Schroder Mp - Bespoke Investment Fund 1

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Schroder Mp - Bespoke Investment Fund 3 Meeting Date: 08/06/2019 Country: Luxembourg


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Schroder Mp - Buy & Maintain Credit (gbp) Cashflow Over 2032 Meeting Date: 08/06/2019 Country: Luxembourg


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Schroder Mp - Buy & Maintain Credit (gbp) Cf. Fund (2018-2032) Meeting Date: 08/06/2019 Country: Luxembourg


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Schroder Mp - Index-linked Ldi Swap Fund (2018-2027) Meeting Date: 08/06/2019 Country: Luxembourg

Meeting Type: Special Ticker: QM4MLX.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Meeting Type: Special Ticker: Q8Q6SD.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Meeting Type: Special Ticker: BBXSF7.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Meeting Type: Special Ticker: QB6FYS.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For




Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Schroder Mp - Inflation Only (2018-2027) Meeting Date: 08/06/2019 Country: Luxembourg


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Schroder Mp - Inflation Only (2028-2037) Meeting Date: 08/06/2019 Country: Luxembourg

Meeting Type: Special Ticker: SKN7FR.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Schroder Mp - Nominal Ldi Swap Fund (2018-2027) Meeting Date: 08/06/2019 Country: Luxembourg

Meeting Type: Special Ticker: BR8KGG.F


Schroder Mp - Nominal Ldi Swap Fund (2018-2027)

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Meeting Type: Special Ticker: BLW5BG.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Meeting Type: Special Ticker: PS5H09.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Meeting Type: Special Ticker: V44M30.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For




Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Schroder Mp - Syn. Index Linked Gilt Fund 2018-2027 Meeting Date: 08/06/2019 Country: Luxembourg

Meeting Type: Special Ticker: NH2JDT.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Schroder Mp - Syn. Index Linked Gilt Fund 2028-2037 Meeting Date: 08/06/2019 Country: Luxembourg

Meeting Type: Special Ticker: DH9CQ7.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Schroder Mp - Synthetic Index Linked Gilt Fund 2038-2057 Meeting Date: 08/06/2019 Country: Luxembourg

Meeting Type: Special Ticker: JKZTRK.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Schroder Mp - Synthetic Index Linked Gilt Fund 2058-2077 Meeting Date: 08/06/2019 Country: Luxembourg

Meeting Type: Special Ticker: NGH2W4.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Schroder Mp - Synthetic Nominal Gilt Fund 2018-2037 Meeting Date: 08/06/2019 Country: Luxembourg

Meeting Type: Special Ticker: F2GJSR.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Meeting Type: Special Ticker: HDB7NJ.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Meeting Type: Special Ticker: TSZGHQ.F


Schroder Mp - Synthetic Nominal Gilt Fund 2058-2077

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Schroder Mp - Volatility Controlled Global Equity Fund Meeting Date: 08/06/2019 Country: Luxembourg


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Synthetic Index Linked Gilt Fund (2048-2057) Meeting Date: 08/06/2019 Country: Luxembourg


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

ABIOMED, Inc. Meeting Date: 08/07/2019 Country: USA

Meeting Type: Annual Ticker: ABMD

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Michael R. Minogue For For

For For Elect Director Martin P. Sutter 1.2


ABIOMED, Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


2

Blended Rationale: A vote AGAINST this proposal is warranted. Although financial results continued to increase in FY2019, CEO pay increased considerably following a rise in equity grant values. Furthermore, the portion of equity that is performance-contingent relies on the same revenue metric utilized under the short-term program, measured over the same one-year period. The use of this goal under both programs has resulted in duplicative payouts for the year in review. Finally, the proxy does not disclose the pre-set revenue target, thereby reducing shareholder transparency.The minimum vesting period is less than 3 years

For For Ratify Deloitte & Touche LLP as Auditors 3

Birlasoft Limited Meeting Date: 08/07/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



2




4

For For Elect Amita Birla as Director 5


For For Elect Chandrakant Birla as Director 6


For For Elect Ashok Kumar Barat as Director 7


For For Elect Nandita Gurjar as Director 8


For For Elect Prasad Thrikutam as Director 9



Birlasoft Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Remuneration Paid to Anjan Lahiri as Managing Director & Chief Executive Officer

10

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

For For Approve Remuneration Paid to Pawan Sharma as Whole-time Director

11

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

For For Approve Appointment and Remuneration of Dharmander Kapoor as Chief Executive Officer (CEO) & Managing Director

12

Against For Adopt New Articles of Association 13

Voter Rationale: Company has not disclosed the proposed articles

Blended Rationale: Company has not disclosed the proposed articles


14

CCL Products (India) Limited Meeting Date: 08/07/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Challa Shantha Prasad as Director 3

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

For For Elect Kulsoom Noor Saifullah as Director 4


For For Elect K. K. Sarma as Director 5


For For Elect Vipin K Singal as Director 6



CCL Products (India) Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Kata Chandrahas as Director 7


For For Elect Kosaraju Veerayya Chowdary as Director 8


For For Approve Reappointment and Remuneration of Challa Rajendra Prasad as Executive Chairman

9


For For Approve Reappointment and Remuneration of Challa Srishant as Managing Director

10


For For Approve Reappointment and Remuneration of B. Mohan Krishna as Director-Operations

11



Cummins India Limited Meeting Date: 08/07/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Standalone Financial Statements and Statutory Reports

For For



2


For For Declare Final Dividend and Ratify Interim Dividend

3

For For Reelect Norbert Nusterer as Director 4



Cummins India Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Donald Jackson as Director 5


For For Elect Anjuly Chib Duggal as Director 6


For For Reelect P. S. Dasgupta as Director 7


For For Reelect Venu Srinivasan as Director 8


For For Reelect Rajeev Bakshi as Director 9


For For Reelect Nasser Munjee as Director 10


For For Reelect Prakash Telang as Director 11



For For Approve Material Related Party Transaction with Cummins Limited, UK

13

Blended Rationale: A vote FOR these resolutions is warranted given that the proposed transactions are within the ordinary course of the company's business, and are entered into with the company's subsidiaries or associates.

For For Approve Material Related Party Transaction with Tata Cummins Private Limited

14

Blended Rationale: A vote FOR these resolutions is warranted given that the proposed transactions are within the ordinary course of the company's business, and are entered into with the company's subsidiaries or associates.

Karnataka Bank Limited Meeting Date: 08/07/2019 Country: India



Karnataka Bank Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Against For Reelect P Jayarama Bhat as Director 3

Voter Rationale: Member of the audit committee and the company has not disclosed a breakdown of audit and non-audit fees paid to the auditor during the year. Without this information we cannot assess whether these are significant enough to compromise the auditor's independence

Blended Rationale: Member of the audit committee and the company has not disclosed a breakdown of audit and non-audit fees paid to the auditor during the year. Without this information we cannot assess whether these are significant enough to compromise the auditor's independence

For For Approve Badari, Madhusudhan & Srinivasan, Chartered Accountants and Manohar Chowdhry & Associates, Chartered Accountants as Joint Auditors and Authorize Board to Fix Their Remuneration

4

Blended Rationale: A vote FOR these proposals is warranted given the absence of any known issues concerning the auditors, their remuneration, and the way the audit was conducted. The resolution to appoint an auditor is binding in this market, and disapproval could result in the company not having an auditor until a replacement is found.

For For Approve Branch Auditors and Authorize Board to Fix Their Remuneration

5

Blended Rationale: A vote FOR these proposals is warranted given the absence of any known issues concerning the auditors, their remuneration, and the way the audit was conducted. The resolution to appoint an auditor is binding in this market, and disapproval could result in the company not having an auditor until a replacement is found.

For For Amend Object Clause of Memorandum of Association

6

Against For Reelect B A Prabhakar as Director 7

Voter Rationale: Member of the audit committee and the company has not disclosed a breakdown of audit and non-audit fees paid to the auditor during the year. Without this information we cannot assess whether these are significant enough to compromise the auditor's independence

Blended Rationale: Member of the audit committee and the company has not disclosed a breakdown of audit and non-audit fees paid to the auditor during the year. Without this information we cannot assess whether these are significant enough to compromise the auditor's independence

For For Approve Borrowing Powers 8

Mahindra & Mahindra Limited Meeting Date: 08/07/2019 Country: India



Mahindra & Mahindra Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



2



For For Reelect Pawan Goenka as Director 4



For For Reelect Vishakha N. Desai as Director 6


For For Reelect Vikram Singh Mehta as Director 7


For For Elect Vijay Kumar Sharma as Director 8


For For Elect Haigreve Khaitan as Director 9


For For Elect Shikha Sharma as Director 10


Vornado Realty Trust Meeting Date: 08/07/2019 Country: USA

Meeting Type: Special Ticker: VNO

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Declaration of Trust to Add a Foreign Ownership Limit

For For


Advanced Enzyme Technologies Limited Meeting Date: 08/08/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Savita Rathi as Director 3


For For Approve that the Vacancy on the Board Not be Filled in case Savita Rathi is Not Elected as Director

4


For For Approve Related Party Transactions with Advanced Bio-Agro Tech Limited

5

Blended Rationale: A vote FOR these resolutions is warranted given that the proposed transactions are within the ordinary course of the company's business, and are entered into with the company's subsidiaries.

For For Approve Related Party Transactions with JC Biotech Private Limited

6

Blended Rationale: A vote FOR these resolutions is warranted given that the proposed transactions are within the ordinary course of the company's business, and are entered into with the company's subsidiaries.

For For Approve Remuneration Payable to Mangala Kabra as General Manager

7

For For Approve Commission to Directors 8

For For Reelect Kedar Desai as Director 9


For For Elect Rasika Rathi as Director 10


For For Elect Vilas Murlidhar Aurangabadkar as Director 11


For For Elect Vinodkumar Hiralal Jajoo as Director 12


Anadarko Petroleum Corporation Meeting Date: 08/08/2019 Country: USA

Meeting Type: Special Ticker: APC


Anadarko Petroleum Corporation

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Merger Agreement For For

Blended Rationale: Referred to Schroders for internal consideration.

Against For Advisory Vote on Golden Parachutes 2

Voter Rationale: we are not supportive of golden parachutes

Blended Rationale: we are not supportive of golden parachutes

China Dongxiang (Group) Co. Ltd. Meeting Date: 08/08/2019 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Approve Final Dividend 2a

For For Approve Special Dividend 2b

For For Elect Chen Chen as Director 3a1

For For Elect Chen Guogang as Director 3a2

For For Elect Liu Xiaosong as Director 3a3


3b

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

4


5








China Dongxiang (Group) Co., Ltd. Meeting Date: 08/08/2019 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Adopt 2019 Share Option Scheme For Against

Voter Rationale: The scheme lacks meaningful vesting periods and performance conditions have not been disclosed and directors eligible to receive options under the scheme are involved in its administration.

Blended Rationale: The scheme lacks meaningful vesting periods and performance conditions have not been disclosed and directors eligible to receive options under the scheme are involved in its administration.

Against For Authorize Board to Deal With All Matters in Relation to the 2019 Share Option Scheme

2

Voter Rationale: The scheme lacks meaningful vesting periods and performance conditions have not been disclosed and directors eligible to receive options under the scheme are involved in its administration.

Blended Rationale: The scheme lacks meaningful vesting periods and performance conditions have not been disclosed and directors eligible to receive options under the scheme are involved in its administration.

CorVel Corporation Meeting Date: 08/08/2019 Country: USA

Meeting Type: Annual Ticker: CRVL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director V. Gordon Clemons For Withhold

Voter Rationale: Withholding vote for maintaining a long-term poison pill that has not been ratified by shareholders.

Blended Rationale: Withholding vote for maintaining a long-term poison pill that has not been ratified by shareholders.

Withhold For Elect Director Steven J. Hamerslag 1.2



Withhold For Elect Director Alan R. Hoops 1.3



Withhold For Elect Director R. Judd Jessup 1.4




CorVel Corporation Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Withhold For Elect Director Jean H. Macino 1.5



Withhold For Elect Director Jeffrey J. Michael 1.6



For For Ratify Haskell & White LLP as Auditors 2

Against Against Report on Equal Employment Opportunity Policy 3

Voter Rationale: The company is being asked to provide a report on the risks of not including sexual orientation in its equal opportunities policy.The company has not provided any further information to shareholders. We support the resolution in principle, but believe a risk report is a step too burdensome for the company, so will vote against this resolution. We have a small shareholding but will engage the company directly to include this in its policy.

Blended Rationale: The company is being asked to provide a report on the risks of not including sexual orientation in its equal opportunities policy.The company has not provided any further information to shareholders. We support the resolution in principle, but believe a risk report is a step too burdensome for the company, so will vote against this resolution. We have a small shareholding but will engage the company directly to include this in its policy.

Electronic Arts Inc. Meeting Date: 08/08/2019 Country: USA

Meeting Type: Annual Ticker: EA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Leonard S. Coleman For For

For For Elect Director Jay C. Hoag 1b

For For Elect Director Jeffrey T. Huber 1c

For For Elect Director Lawrence F. Probst, III 1d

For For Elect Director Talbott Roche 1e

For For Elect Director Richard A. Simonson 1f

For For Elect Director Luis A. Ubinas 1g

For For Elect Director Heidi J. Ueberroth 1h

For For Elect Director Andrew Wilson 1i


Electronic Arts Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


2

Voter Rationale: The minimum vesting period is less than three years and lack of claw back policy

Blended Rationale: The minimum vesting period is less than three years and lack of claw back policy

For For Ratify KPMG LLP as Auditors 3

Against For Approve Omnibus Stock Plan 4

Voter Rationale: The dilution exceeds 10 percent; the plan does not allow for at least one year vesting period and directors havefull discretion towards the vesting of options

Blended Rationale: The dilution exceeds 10 percent; the plan does not allow for at least one year vesting period and directors havefull discretion towards the vesting of options

Against For Provide Right for Shareholders Holding 25% or More of the Common Stock to Call Special Meetings

5

Voter Rationale: 15 percent ownership threshold is more appropriate for a company of this size and will allow the right to be used by a broader cross-section of the shareholder base

Blended Rationale: 15 percent ownership threshold is more appropriate for a company of this size and will allow the right to be used by a broader cross-section of the shareholder base

For Against Provide Right for Shareholders Holding 15% or More of the Common Stock to Call Special Meetings

6

Voter Rationale: 15 percent ownership threshold is more appropriate for a company of this size and will allow the right to be used by a broader cross-section of the shareholder base

Blended Rationale: 15 percent ownership threshold is more appropriate for a company of this size and will allow the right to be used by a broader cross-section of the shareholder base

Emperor Entertainment Hotel Limited Meeting Date: 08/08/2019 Country: Bermuda


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Yu King Tin as Director 3A

For For Elect Lai Ka Fung, May as Director 3B


3C


Emperor Entertainment Hotel Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

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

4


5A



For For Authorize Repurchase of Issued Share Capital 5B

Against For Authorize Reissuance of Repurchased Shares 5C



Endurance Technologies Limited Meeting Date: 08/08/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Accept Financial Statements and Statutory Reports

For For



1b



For For Reelect Massimo Venuti as Director 3

For For Approve Reappointment and Remuneration of Ramesh Gehaney as Executive Director

4


For For Approve Reappointment and Remuneration of Satrajit Ray as Executive Director

5




GIMA TT SpA Meeting Date: 08/08/2019 Country: Italy

Meeting Type: Special Ticker: GIMA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Merger by Incorporation of GIMA TT SpA into IMA Industria Macchine Automatiche SpA

For For


Gujarat Pipavav Port Ltd. Meeting Date: 08/08/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Declare Final Dividend and Confirm Interim Dividend

2

For For Reelect Julian Bevis as Director 3

I.M.A. Industria Macchine Automatiche SpA Meeting Date: 08/08/2019 Country: Italy

Meeting Type: Special Ticker: IMA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Merger by Incorporation of GIMA TT SpA into I.M.A. Industria Macchine Automatiche SpA

For For



Investec Ltd. Meeting Date: 08/08/2019 Country: South Africa

Meeting Type: Annual Ticker: INL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Re-elect Zarina Bassa as Director For Against



For For Re-elect Peregrine Crosthwaite as Director 2

Blended Rationale: Item 1 A vote FOR the re-election of Zarina Bassa is considered warranted but is not without concern for shareholders: * She holds a total of four non-executive directorships at listed companies and in addition serves as non-executive chairman of a further listed company. The main reason for support is: * Her chair role is at a ring-fenced special purpose vehicle, the sole purpose of which is to buy and hold interests in Vodacom SA shares. This would suggest a lesser time commitment than a typical chair role. Items 2-12 A vote FOR these Directors is warranted as no significant concerns have been identified.

For For Re-elect Hendrik du Toit as Director 3


For For Re-elect David Friedland as Director 4


For For Re-elect Philip Hourquebie as Director 5


For For Re-elect Charles Jacobs as Director 6



Investec Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Ian Kantor as Director 7


For For Re-elect Lord Malloch-Brown as Director 8


For For Re-elect Khumo Shuenyane as Director 9


For For Re-elect Fani Titi as Director 10


For For Elect Kim McFarland as Director 11


For For Elect Nishlan Samujh as Director 12


Against For Approve Remuneration Report including Implementation Report

13

Voter Rationale: Pay too focused on personal targets

Blended Rationale: Pay too focused on personal targets



Proposal Text

Mgmt Rec

Vote Instruction

Against For Approve Remuneration Policy 14

Voter Rationale: Pay too focused on personal targets

Blended Rationale: Pay too focused on personal targets

For For Authorise Board to Ratify and Execute Approved Resolutions

15

For For Sanction the Interim Dividend on the Ordinary Shares

17

Blended Rationale: A vote FOR these resolutions is warranted. No concerns have been identified.

For For Sanction the Interim Dividend on the Dividend Access (South African Resident) Redeemable Preference Share

18


For For Approve Final Dividend on the Ordinary Shares and the Dividend Access (South African Resident) Redeemable Preference Share

19


For For Reappoint Ernst & Young Inc as Joint Auditors of the Company

20

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

For For Reappoint KPMG Inc as Joint Auditors of the Company

21

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

For For Place Unissued Variable Rate, Cumulative, Redeemable Preference Shares and Unissued Non-Redeemable, Non-Cumulative, Non-Participating Preference Shares Under Control of Directors

22

Blended Rationale: A vote FOR these resolutions is warranted: * The potential dilution that shareholders would face if these authorities are approved is considered acceptable.

For For Place Unissued Unissued Special Convertible Redeemable Preference Shares Under Control of Directors

23


For For Authorise Repurchase of Issued Ordinary Shares 24

Blended Rationale: A vote FOR this item is warranted: * General share buyback authorities are common agenda items at South African AGMs and no concerns have been identified.



Proposal Text

Mgmt Rec

Vote Instruction

For For Authorise Repurchase of Any Redeemable, Non-Participating Preference Shares and Non-Redeemable, Non-Cumulative, Non-Participating Preference Shares

25

Blended Rationale: A vote FOR this item is warranted: * General share buyback authorities are common agenda items at South African AGMs and no concerns have been identified.

For For Approve Financial Assistance to Subsidiaries and Directors

26

For For Approve Non-executive Directors' Remuneration 27

For For Accept Financial Statements and Statutory Reports

28


29

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



For For Reappoint Ernst & Young LLP as Auditors 31


For For Authorise Issue of Equity 33


For For Authorise Market Purchase of Preference Shares 35

For For Authorise EU Political Donations and Expenditure

36

Investec Plc Meeting Date: 08/08/2019 Country: United Kingdom

Meeting Type: Annual Ticker: INVP

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Re-elect Zarina Bassa as Director For Against

Voter Rationale: Overboarded with multiple directorships.

Blended Rationale: Overboarded with multiple directorships.


Investec Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Peregrine Crosthwaite as Director 2


For For Re-elect Hendrik du Toit as Director 3


For For Re-elect David Friedland as Director 4


For For Re-elect Philip Hourquebie as Director 5


For For Re-elect Charles Jacobs as Director 6


For For Re-elect Ian Kantor as Director 7


For For Re-elect Lord Malloch-Brown as Director 8




Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Khumo Shuenyane as Director 9


For For Re-elect Fani Titi as Director 10


For For Elect Kim McFarland as Director 11


For For Elect Nishlan Samujh as Director 12


Against For Approve Remuneration Report including Implementation Report

13

Voter Rationale: Pay focused too much on personal targets.

Blended Rationale: Pay focused too much on personal targets.


Voter Rationale: Pay focused too much on personal targets.

Blended Rationale: Pay focused too much on personal targets.

For For Authorise Board to Ratify and Execute Approved Resolutions

15


17


For For Sanction the Interim Dividend on the Dividend Access (South African Resident) Redeemable Preference Share

18




Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Final Dividend on the Ordinary Shares and the Dividend Access (South African Resident) Redeemable Preference Share

19


For For Reappoint Ernst & Young Inc as Joint Auditors of the Company

20

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

For For Reappoint KPMG Inc as Joint Auditors of the Company

21

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

For For Place Unissued Variable Rate, Cumulative, Redeemable Preference Shares and Unissued Non-Redeemable, Non-Cumulative, Non-Participating Preference Shares Under Control of Directors

22


For For Place Unissued Unissued Special Convertible Redeemable Preference Shares Under Control of Directors

23


For For Authorise Repurchase of Issued Ordinary Shares 24

Blended Rationale: A vote FOR these items is warranted: * General share buyback authorities are common agenda items at South African AGMs and no concerns have been identified.

For For Authorise Repurchase of Any Redeemable, Non-Participating Preference Shares and Non-Redeemable, Non-Cumulative, Non-Participating Preference Shares

25

Blended Rationale: A vote FOR these items is warranted: * General share buyback authorities are common agenda items at South African AGMs and no concerns have been identified.

For For Approve Financial Assistance to Subsidiaries and Directors

26

For For Approve Non-executive Directors' Remuneration 27


28


29






Proposal Text

Mgmt Rec

Vote Instruction





For For Authorise Market Purchase of Preference Shares 35


36

NagaCorp Ltd. Meeting Date: 08/08/2019 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Guaranteed Maximum Sum Design, Build Agreement and Related Transactions

For For

Blended Rationale: Referred to Schroders for consideration.

For For Approve Subscription Agreement and Related Transactions

2

Blended Rationale: Referred to Schroders for consideration.

Pacific Textiles Holdings Limited Meeting Date: 08/08/2019 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Wan Wai Loi as Director 3a

For For Elect Lau Yiu Tong as Director 3b


Pacific Textiles Holdings Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Ng Ching Wah as Director 3c

For For Elect Masaru Okutomi as Director 3d


3e


4


5

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

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





Page Industries Limited Meeting Date: 08/08/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Reelect Vedji Ticku as Director 2

Blended Rationale: A vote AGAINST the following nominees is warranted because: * The board is chaired by a non-executive director and the board is not at least one-third independent and Shamir Genomal (Item 3), Rukmani Menon (Item 5) and Vikram Gamanlal Shah (Item 7) are non-independent director nominees. * Vikram Gamanlal Shah (Item 7) has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.

Against For Reelect Shamir Genomal as Director 3

Voter Rationale: Non-independent nominee on a board that has an executive chair and is not at least one third independent

Blended Rationale: Non-independent nominee on a board that has an executive chair and is not at least one third independent


Page Industries Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Reelect G P Albal as Director 4


Against For Reelect Rukmani Menon as Director 5



For For Reelect Sandeep Kumar Maini as Director 6


Against For Reelect Vikram Gamanlal Shah as Director 7



For For Approve Remuneration of Directors 8

PT Matahari Department Store Tbk Meeting Date: 08/08/2019 Country: Indonesia

Meeting Type: Special Ticker: LPPF

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Article 3 of the Articles of Association in Relation to Electronically Integrated Business Licensing Services

For For

Songcheng Performance Development Co., Ltd. Meeting Date: 08/08/2019 Country: China



Songcheng Performance Development Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Huang Qiaoling as Non-Independent Director

For For


For For Elect Huang Qiaolong as Non-Independent Director

1.2


For For Elect Zhang Xian as Non-Independent Director 1.3


For For Elect Zhang Jiankun as Non-Independent Director

1.4


For For Elect Huang Hongming as Non-Independent Director

1.5


For For Elect Shang Lingxia as Non-Independent Director

1.6


For For Elect Lan Ke as Independent Director 2.1


For For Elect Liu Shuzhe as Independent Director 2.2


For For Elect Yu Qinyi as Independent Director 2.3


For For Elect Zhu Hualu as Supervisor 3.1


For For Elect Xu Jie as Supervisor 3.2


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Songcheng Performance Development Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Huang Qiaoling as Non-Independent Director

1.1

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

For For Elect Huang Qiaolong as Non-Independent Director

1.2


For For Elect Zhang Xian as Non-Independent Director 1.3


For For Elect Zhang Jiankun as Non-Independent Director

1.4


For For Elect Huang Hongming as Non-Independent Director

1.5


For For Elect Shang Lingxia as Non-Independent Director

1.6


For For Elect Lan Ke as Independent Director 2.1


For For Elect Liu Shuzhe as Independent Director 2.2


For For Elect Yu Qinyi as Independent Director 2.3


For For Elect Zhu Hualu as Supervisor 3.1

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

For For Elect Xu Jie as Supervisor 3.2



TAKE Solutions Ltd. Meeting Date: 08/08/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Declare Final Dividend and Approve Interim Dividend

2

Against For Reelect Seshan Srinivasan as Director 3



For For Reelect Narayanan Kumar as Director 4

Blended Rationale: A vote AGAINST the following nominees is warranted because: * Narayanan Kumar serves (Item 4) on a total of more than six public company boards. * Ganesan Raghuram (Item 6) and Seshan Srinivasan (Item 3) have failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees

For For Reelect Rangaswamy Sundararajan as Director 5


For For Reelect Ganesan Raghuram as Director 6


For For Reelect Uma Ratnam Krishnan as Director 7


For For Approve Reappointment and Remuneration of Srinivasan H R as Managing Director

8

For For Approve Remuneration to Ram Yeleswarapu as Executive Director, President and Chief Executive Officer

9

For For Approve Increase in Limit on Foreign Shareholdings

10


11

Voter Rationale: Issuance limit exceeds 10% of share capital

Blended Rationale: Issuance limit exceeds 10% of share capital


Xilinx, Inc. Meeting Date: 08/08/2019 Country: USA

Meeting Type: Annual Ticker: XLNX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Dennis Segers For For

For For Elect Director Raman K. Chitkara 1.2

For For Elect Director Saar Gillai 1.3

For For Elect Director Ronald S. Jankov 1.4

For For Elect Director Mary Louise Krakauer 1.5

For For Elect Director Thomas H. Lee 1.6

For For Elect Director J. Michael Patterson 1.7

For For Elect Director Victor Peng 1.8

For For Elect Director Marshall C. Turner 1.9

For For Elect Director Elizabeth W. Vanderslice 1.10

For For Amend Qualified Employee Stock Purchase Plan 2

Against For Amend Omnibus Stock Plan 3



4



Arvind Fashions Limited Meeting Date: 08/09/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Arvind Fashions Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Reelect Sanjaybhai Shrenikbhai Lalbhai as Director

2



For For Elect Nithya Easwaran as Director 3

Blended Rationale: A vote AGAINST Sanjaybhai Shrenikbhai Lalbhai (Item 2) is warranted because he has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.

For For Elect Punit Sanjay Lalbhai as Director 4


For For Elect Abanti Sankaranarayanan as Director 5


For For Elect Achal Anil Bakeri as Director 6


For For Elect Nagesh Dinkar Pinge as Director 7


For For Elect Vallabh Roopchand Bhanshali as Director 8


For For Elect Vani Kola as Director 9


Against For Ratify Arvind Fashions Limited - Employee Stock Option Scheme - 2016

10

Voter Rationale: Performance conditions not disclosed

Blended Rationale: Performance conditions not disclosed

Britannia Industries Limited Meeting Date: 08/09/2019 Country: India



Britannia Industries Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Accept Audited Standalone Financial Statements and Statutory Reports

For For


For For Accept Audited Consolidated Financial Statements and Statutory Reports

1b



Against For Reelect Ness N. Wadia as Director 3

Voter Rationale: Given the recent arrest for possession of drugs, we don't think it is appropriate Ness is re-elected to the board

Blended Rationale: Given the recent arrest for possession of drugs, we don't think it is appropriate Ness is re-elected to the board


4

For For Elect Tanya Arvind Dubash as Director 5

Blended Rationale: A vote AGAINST the following nominees is warranted because: * Ness Nusli (N.N.) Wadia (Item 3) has been convicted in case of drug possession, which raises serious concerns over his suitability on the board. * Keki Bomi Dadiseth (Item 7) and Ajai Puri (Item 8) are members of the nomination and remuneration committee and there appears to be a material failure of governance and oversight in relation to the nomination and remuneration committee 's decision to nominate Ness Nusli (N.N.) Wadia for another term, despite his conviction in a case of drug possession. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.

For For Reelect Avijit Deb as Director 6


Against For Reelect Keki Dadiseth as Director 7

Voter Rationale: Chair of the nominations committee and has failed to take action on Ness' arrest.

Blended Rationale: Chair of the nominations committee and has failed to take action on Ness' arrest.

For For Reelect Ajai Puri as Director 8



Great Wall Motor Company Limited Meeting Date: 08/09/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Deposits and Related Party Transaction under Listing Rules of Shanghai Stock Exchange

For Against

Voter Rationale: The proposed related-party transactions include a financial service agreement with the group finance company, which may expose the company to unnecessary risks

Blended Rationale: The proposed related-party transactions include a financial service agreement with the group finance company, which may expose the company to unnecessary risks

Grupo Financiero Inbursa SAB de CV Meeting Date: 08/09/2019 Country: Mexico

Meeting Type: Special Ticker: GFINBURO

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorize Banco Inbursa SA, Institucion de Banca Multiple, Grupo Financiero Inbursa to Issue Debt Securities

For Against

Voter Rationale: The terms of the proposal have not been disclosed

Blended Rationale: The terms of the proposal have not been disclosed

Against For Authorize Board to Ratify and Execute Approved Resolutions

2

Voter Rationale: The terms of the proposal have not been disclosed

Blended Rationale: The terms of the proposal have not been disclosed

ICICI Bank Limited Meeting Date: 08/09/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


ICICI Bank Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For Reelect Anup Bagchi as Director 3


For For Approve Walker Chandiok & Co LLP, Chartered Accountants as Auditors and Authorize Board to Fix Their Remuneration

4

Blended Rationale: A vote FOR these proposals is warranted given the absence of any known issues concerning the auditors, their remuneration, and the way the audit was conducted.


5

Blended Rationale: A vote FOR these proposals is warranted given the absence of any known issues concerning the auditors, their remuneration, and the way the audit was conducted.

For For Elect Hari L. Mundra as Director 6


For For Elect Rama Bijapurkar as Director 7


For For Elect B. Sriram as Director 8


For For Elect Subramanian Madhavan as Director 9


For For Approve Appointment and Remuneration of Sandeep Bakhshi as Managing Director & Chief Executive Officer

10

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

For For Elect Sandeep Batra as Director 11


For For Approve Appointment and Remuneration of Sandeep Batra as Wholetime Director (designated as Executive Director)

12

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

For For Approve Revision in the Remuneration of N. S. Kannan as Executive Director

13

Blended Rationale: A vote FOR these resolutions is warranted given the absence of any known issues surrounding the proposed remuneration packages.

For For Approve Revision in the Remuneration of Vishakha Mulye as Executive Director

14



ICICI Bank Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Revision in the Remuneration of Vijay Chandok as Executive Director

15


For For Approve Revision in the Remuneration of Anup Bagchi as Executive Director

16


For For Amend Memorandum of Association 17

For For Adopt New Articles of Association 18

James Hardie Industries Plc Meeting Date: 08/09/2019 Country: Ireland

Meeting Type: Annual Ticker: JHX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Approve the Remuneration Report 2

For For Elect Anne Lloyd as Director 3a

For For Elect Rada Rodriguez as Director 3b

For For Elect Jack Truong as Director 3c

For For Elect David Harrison as Director 3d


For None Approve the Increase in Non-Executive Directors' Fee Pool

5

For For Approve the Grant of Fiscal Year 2020 Return on Capital Employed Restricted Stock Units to Jack Truong

6

For For Approve the Grant of Fiscal Year 2020 Relative Total Shareholder Return Restricted Stock Units to Jack Truong

7

For For Approve Supplemental Grant of Fiscal Year 2019 Return on Capital Employed Restricted Stock Units and Relative Total Shareholder Return Restricted Stock Units to Jack Truong

8


James Hardie Industries Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Renewal of Authority for Directors to Allot and Issue Shares

9

Petroleo Brasileiro SA Meeting Date: 08/09/2019 Country: Brazil

Meeting Type: Special Ticker: PETR4

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Nivio Ziviani and Walter Mendes de Oliveira Filho as Directors

For For

For For Waive Tender Offer and Approve Company's Delisting from Bolsas y Mercados Argentinos S.A. (BYMA)

2

Shandong Sinocera Functional Material Co., Ltd. Meeting Date: 08/09/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Zhang Xi as Non-Independent Director For For


For For Elect Zhang Bing as Non-Independent Director 1.2


For For Elect Qin Jianmin as Non-Independent Director 1.3


For For Elect Fu Bei as Non-Independent Director 1.4


For For Elect Si Liuqi as Non-Independent Director 1.5



Shandong Sinocera Functional Material Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Song Xibin as Non-Independent Director 1.6


For For Elect Sheng Lijun as Independent Director 2.1


For For Elect Sun Qingchi as Independent Director 2.2


For For Elect Wen Xueli as Independent Director 2.3


For For Elect Wen Changyun as Supervisor 3.1


For For Elect Pan Chengxiang as Supervisor 3.2


For For Approve Increase in Registered Capital 4


For For Approve Expansion of Business Scope 5


For For Approve Amendments to Articles of Association 6


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Zhang Xi as Non-Independent Director 1.1


For For Elect Zhang Bing as Non-Independent Director 1.2


For For Elect Qin Jianmin as Non-Independent Director 1.3



Shandong Sinocera Functional Material Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Fu Bei as Non-Independent Director 1.4


For For Elect Si Liuqi as Non-Independent Director 1.5


For For Elect Song Xibin as Non-Independent Director 1.6


For For Elect Sheng Lijun as Independent Director 2.1


For For Elect Sun Qingchi as Independent Director 2.2


For For Elect Wen Xueli as Independent Director 2.3


For For Elect Wen Changyun as Supervisor 3.1


For For Elect Pan Chengxiang as Supervisor 3.2


For For Approve Increase in Registered Capital 4

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

For For Approve Expansion of Business Scope 5




Sobha Limited Meeting Date: 08/09/2019 Country: India



Sobha Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Jagdish Chandra Sharma as Director 3



For For Approve Reappointment and Remuneration of Jagdish Chandra Sharma as Vice Chairman and Managing Director

5


For For Elect Seetharam Thettalil Parameswaran Pillai as Director

6


For For Approve Appointment and Remuneration of Seetharam Thettalil Parameswaran Pillai as Whole-time Director

7


For For Elect Jagadish Nangineni as Director 8


For For Approve Appointment and Remuneration of Jagadish Nangineni as Deputy ManagingDirector

9


For For Approve Remuneration of Ravi PNC Menon as Chairman

10

For For Reelect Ramachandra Venkatasubba Rao as Director

11


For For Reelect Anup Sanmukh Shah as Director 12


For For Elect Sumeet Jagdish Puri as Director 13



14


Sobha Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Remuneration to Non-Executive Directors

15

TSURUHA Holdings, Inc. Meeting Date: 08/09/2019 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Tsuruha, Tatsuru For For

For For Elect Director Horikawa, Masashi 1.2

For For Elect Director Tsuruha, Jun 1.3

For For Elect Director Goto, Teruaki 1.4

For For Elect Director Abe, Mitsunobu 1.5

For For Elect Director Mitsuhashi, Shinya 1.6

For For Elect Director Ogawa, Hisaya 1.7

For For Elect Director Okada, Motoya 1.8

For For Elect Director Yamada, Eiji 1.9

For For Elect Director Murakami, Shoichi 1.10

For For Elect Director Atsumi, Fumiaki 1.11

For For Elect Director Fujii, Fumiyo 1.12

For For Elect Director Sato, Harumi 1.13

For For Appoint Alternate Statutory Auditor Yamazaki, Mikine

2

Varroc Engineering Ltd. Meeting Date: 08/09/2019 Country: India



Varroc Engineering Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Naresh Chandra as Director 3

For For Approve Increase in Borrowing Powers 4

Blended Rationale: A vote FOR these resolutions is warranted given that the proposed debt limit is within a reasonable range.

For For Approve Pledging of Assets for Debt 5


For For Approve Increase in Limit of Loans, Guarantees, Investments in Securities to Persons/ Bodies Corporate

6

Blended Rationale: A vote AGAINST this resolution is warranted due to lack of information.


EMS-Chemie Holding AG Meeting Date: 08/10/2019 Country: Switzerland

Meeting Type: Annual Ticker: EMSN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

3.1 Accept Financial Statements and Statutory Reports

For For

For For Approve Remuneration of Board of Directors in the Amount of CHF 835,884

3.2.1

Against For Approve Remuneration of Executive Committee in the Amount of CHF 3.1 Million

3.2.2

Voter Rationale: Lack of disclosure around performance targets so unable to determine pay for performance alignment.

Blended Rationale: Lack of disclosure around performance targets so unable to determine pay for performance alignment.

For For Approve Allocation of Income and Ordinary Dividends of CHF 15.50 per Share and Special Dividends of CHF 4.25 per Share

4

For For Approve Discharge of Board and Senior Management

5


EMS-Chemie Holding AG Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Reelect Ulf Berg as Director, Board Chairman, and Member of the Compensation Committee

6.1.1

Blended Rationale: Votes AGAINST the non-independent nominees Ulf Berg, Christoph Maeder, and Bernhard Merki are warranted because of the failure to establish a sufficiently independent board and a majority-independent compensation committee. However, votes FOR independent nominee Joachim Streu and CEO Magdalena Martullo-Blocher are warranted.

For For Reelect Magdelena Martullo as Director 6.1.2


For For Reelect Joachim Streu as Director 6.1.3


Against For Reelect Bernhard Merki as Director and Member of the Compensation Committee

6.1.4

Voter Rationale: Lack of independence on the board and compensation committee.

Blended Rationale: Lack of independence on the board and compensation committee.

Against For Reelect Christoph Maeder as Director and Member of the Compensation Committee

6.1.5

Voter Rationale: Lack of independence on the board and compensation committee.

Blended Rationale: Lack of independence on the board and compensation committee.

For For Ratify Ernst & Young AG as Auditors 6.2

For For Designate Robert Daeppen as Independent Proxy

6.3

Against For Transact Other Business (Voting) 7

Voter Rationale: Other business not disclosed.

Blended Rationale: Other business not disclosed.

EMS-Chemie Holding AG Meeting Date: 08/10/2019 Country: Switzerland

Meeting Type: Annual Ticker: EMSN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Share Re-registration Consent For For


AIA Engineering Limited Meeting Date: 08/12/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Khushali Samip Solanki as Director 3


For For Approve Related Party Transactions 4


For For Elect Janaki Udayan Shah as Director 6


For For Approve Payment of Commission to Sanjay S. Majmudar as Non-Executive Independent Director

7

For For Reelect Rajendra S. Shah as Director 8


For For Reelect Sanjay S. Majmudar as Director 9


For For Reelect Dileep C. Choksi as Director 10


IRB Brasil Resseguros SA Meeting Date: 08/12/2019 Country: Brazil

Meeting Type: Special Ticker: IRBR3

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles For For

Blended Rationale: A vote AGAINST these requests is warranted because:- The company has bundled unrelated article amendments not allowing shareholders to vote on each proposed amendment individually; and- The company proposes to increase its board term to two years, which would prevent shareholders from holding directors accountable on an annual basis.


IRB Brasil Resseguros SA Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Change in Board Term 2

Blended Rationale: A vote AGAINST these requests is warranted because:- The company has bundled unrelated article amendments not allowing shareholders to vote on each proposed amendment individually; and- The company proposes to increase its board term to two years, which would prevent shareholders from holding directors accountable on an annual basis.

For For Elect Ivan de Souza Monteiro as Board Chairman

3

PSK, Inc. Meeting Date: 08/12/2019 Country: South Korea


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles of Incorporation For For

For For Approve Total Remuneration of Inside Directors and Outside Directors

2

For For Authorize Board to Fix Remuneration of Internal Auditor

3

Reliance Industries Limited Meeting Date: 08/12/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



1.b




Reliance Industries Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Pawan Kumar Kapil as Director 3

Blended Rationale: A vote AGAINST the election of Raminder Singh Gujral (item 6) as he serves on the audit committee and the company paid excessive non-audit fees to its auditor.A vote FOR all other nominee is warranted given the absence of any known issues concerning the nominee.

For For Elect Nita M. Ambani as Director 4


For For Approve Reappointment and Remuneration of P.M.S. Prasad as Whole-time Director, Designated as Executive Director

5

For For Reelect Raminder Singh Gujral as Director 6


For For Elect Arundhati Bhattacharya as Director 7



TTK Prestige Limited Meeting Date: 08/12/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Against For Reelect T.T. Raghunathan as Director 3




For For Reelect Vandana Walvekar as Director 5

Blended Rationale: A vote AGAINST Thattai Thiruvallu Raghunathan is warranted given that he has attended less than 75 percent of board and committee meetings over the most recent fiscal year, without a satisfactory explanation. A vote FOR all other nominees is warranted.


TTK Prestige Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Reelect Dileep Krishnaswamy as Director 6


For For Approve Arun Thiagarajan to Continue Office as Independent Director

7


For For Reelect Arun Thiagarajan as Director 8


For For Reelect Murali Neelakantan as Director 9


For For Elect Chandru Kalro as Director 10


For For Approve Reappointment and Remuneration of Chandru Kalro as Managing Director

11

CSW Industrials, Inc. Meeting Date: 08/13/2019 Country: USA

Meeting Type: Annual Ticker: CSWI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Joseph B. Armes For For

For For Elect Director Michael R. Gambrell 1.2

For For Elect Director Terry L. Johnston 1.3

For For Elect Director Robert M. Swartz 1.4

For For Elect Director J. Kent Sweezey 1.5


2

Blended Rationale: Minimum vesting period is less than 3 years


CSW Industrials, Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Ratify Grant Thornton LLP as Auditors 3

Doosan Corp. Meeting Date: 08/13/2019 Country: South Korea


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Spin-Off Agreement For For


Gateway Distriparks Limited Meeting Date: 08/13/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Mamta Gupta as Director 3

For For Approve Payment of Remuneration to Executive Directors

4

Info Edge (India) Ltd. Meeting Date: 08/13/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Info Edge (India) Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Declare Final Dividend and Confirm Two Interim Dividends

2

For For Reelect Kapil Kapoor as Director 3



4

For For Approve Reappointment and Remuneration of Chintan Thakkar as Whole-time Director Designated as Whole-time Director & CFO

5

For For Reelect Sharad Malik as Director 6


For For Elect Geeta Mathur as Director 7


JSW Energy Limited Meeting Date: 08/13/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



1.b



For For Reelect Prashant Jain as Director 3



JSW Energy Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Reappointment and Remuneration of Sajjan Jindal as Managing Director

4

Blended Rationale: A vote AGAINST the appointment and remuneration of Sharad Mahendra (Item 7) is warranted as the company has failed to specify the components of the executive's remuneration package.A vote FOR the appointment and remuneration of Sajjan Jindal (Item 4) is warranted despite failure to specify the components of the executive's remuneration package for Sajjan Jindal as he is the executive chairman of the company and removing him from the management may have a material negative impact on shareholder value.

For For Reelect Chandan Bhattacharya as Director 5


For For Elect Sharad Mahendra as Director 6


Against For Approve Appointment and Remuneration of Sharad Mahendra as Whole-time Director

7

Voter Rationale: Company has not disclosed a breakdown of the remuneration package

Blended Rationale: Company has not disclosed a breakdown of the remuneration package

For For Elect Rupa Devi Singh as Director 8


For For Elect Sunil Goyal as Director 9




11


12

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

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

LiveRamp Holdings, Inc. Meeting Date: 08/13/2019 Country: USA

Meeting Type: Annual Ticker: RAMP

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Richard P. Fox For For


LiveRamp Holdings, Inc. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Director Clark M. Kokich 1b


2


For For Ratify KPMG LLP as Auditors 3

OFX Group Limited Meeting Date: 08/13/2019 Country: Australia

Meeting Type: Annual Ticker: OFX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Approve Remuneration Report None For

For For Elect Connie Carnabuci as Director 3

For For Approve Issuance of Shares and Loan under the Executive Share Plan to John (Skander) Malcolm

4

For For Approve Issuance of Performance Rights under the Global Equity Plan to John (Skander) Malcolm

5

Astra Microwave Products Limited Meeting Date: 08/14/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



1.b




Astra Microwave Products Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Reelect M. V. Reddy as Director 3


For For Elect Sunil Kumar Sharma as Director 4


For For Elect Kiran Dhingra as Director 5


For For Elect Atim Kabra as Director 6



7

For For Approve Reclassification of the Status of Promoters Shareholding into Public Shareholding

8

For For Approve Redesignation and Remuneration of S. Gurunatha Reddy from Being Whole-time Director & Chief Financial Officer to Managing Director

9


For For Approve Redesignation and Remuneration of M. V. Reddy from Being Whole Time Director Designated as Director (Mktg. & Operations) to Joint Managing Director

10



LONGi Green Energy Technology Co., Ltd. Meeting Date: 08/14/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve to Appoint Auditor For For


LONGi Green Energy Technology Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Carry Out Supply Chain Finance Business and Provision of Guarantee for Wholly Owned Subsidiary

2

For For Approve Change in Registered Capital and Amend Articles of Association

3

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

4

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

For For Amend Rules and Procedures Regarding General Meetings of Shareholders

5

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

For For Amend External Guarantee Measures 6

Migdal Insurance & Financial Holdings Ltd. Meeting Date: 08/14/2019 Country: Israel

Meeting Type: Special Ticker: MGDL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Dividend Distribution For For


A




B1




B2




Migdal Insurance & Financial Holdings Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


B3



Motherson Sumi Systems Limited Meeting Date: 08/14/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Pankaj Mital as Director 3


For For Reelect Sushil Chandra Tripathi as Director 4


For For Reelect Arjun Puri as Director 5


For For Reelect Gautam Mukherjee as Director 6


For For Reelect Geeta Mathur as Director 7



For For Elect Takeshi Fujimi as Director 9



The J. M. Smucker Company Meeting Date: 08/14/2019 Country: USA

Meeting Type: Annual Ticker: SJM

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Director Kathryn W. Dindo For For

For For Elect Director Paul J. Dolan 1b

For For Elect Director Jay L. Henderson 1c

For For Elect Director Gary A. Oatey 1d

For For Elect Director Kirk L. Perry 1e

For For Elect Director Sandra Pianalto 1f

For For Elect Director Nancy Lopez Russell 1g

For For Elect Director Alex Shumate 1h

For For Elect Director Mark T. Smucker 1i

For For Elect Director Richard K. Smucker 1j

For For Elect Director Timothy P. Smucker 1k

For For Elect Director Dawn C. Willoughby 1l



3

Vingroup JSC Meeting Date: 08/14/2019 Country: Vietnam

Meeting Type: Special Ticker: VIC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

III.1 Approve Regulation for Election of Additional Director

For For

Blended Rationale: A vote FOR these resolutions is warranted.

For For Elect Park Woncheol as Director III.2



Vingroup JSC Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Overseas Issuance of Non-Convertible Bonds

VI.1

Blended Rationale: A vote FOR these resolutions is warranted given that the potential increase in debt is within a reasonable range.

For For Approve Listing of Bonds in Singapore Exchange VI.2



VI.3


WABCO India Limited Meeting Date: 08/14/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Against For Reelect Sean Ernest Deason as Director 3




4

Against For Reelect M Lakshminarayan as Director 5



For For Reelect Narayan K Seshadri as Director 6

Blended Rationale: A vote AGAINST the following nominees is warranted because: * The board is chaired by a non-executive director and the board is not at least one-third independent and Christian Brenneke (Item 7), Philippe Colpron (Item 8) and Sean Deason (Item 3) are non-independent director nominees. * Muthuswami (M.) Lakshminarayan (Item 5) serves on a total of more than six public company boards. * Sean Deason (Item 3) has attended less than 75 percent of board and committee meetings over the most recent fiscal year, without a satisfactory explanation. A vote FOR Narayan Keelveedhi Seshadri (Item 6) is warranted.


WABCO India Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Elect Christian Brenneke as Director 7

Voter Rationale: Non-independent nominee on a board that is not a third independent

Blended Rationale: Non-independent nominee on a board that is not a third independent

Against For Elect Philippe Colpron as Director 8

Voter Rationale: Non-independent nominee on a board that is not a third independent

Blended Rationale: Non-independent nominee on a board that is not a third independent

For For Approve Reappointment and Remuneration of P Kaniappan as Managing Director

9


For For Approve Payment of Remuneration to Non-Executive Independent Directors

11

Against For Approve Related Party Transactions with WABCO Europe BVBA

12

Voter Rationale: Lack of information on terms of the deal so shareholders cannot make an informed decision

Blended Rationale: Lack of information on terms of the deal so shareholders cannot make an informed decision

AVIC Jonhon Optronic Technology Co., Ltd. Meeting Date: 08/15/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Share Repurchase Plan For For


For For Approve Authorization of Board to Handle All Related Matters Regarding Share Repurchase

2


For For Approve Guarantee 3


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


AVIC Jonhon Optronic Technology Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Amend Share Repurchase Plan 1

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

For For Approve Authorization of Board to Handle All Related Matters Regarding Share Repurchase

2

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

For For Approve Guarantee 3

DXC Technology Company Meeting Date: 08/15/2019 Country: USA

Meeting Type: Annual Ticker: DXC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Director Mukesh Aghi For For

For For Elect Director Amy E. Alving 1b

For For Elect Director David L. Herzog 1c

For For Elect Director Sachin Lawande 1d

For For Elect Director J. Michael Lawrie 1e

For For Elect Director Mary L. Krakauer 1f

For For Elect Director Julio A. Portalatin 1g

For For Elect Director Peter Rutland 1h

For For Elect Director Michael J. Salvino 1i

For For Elect Director Manoj P. Singh 1j

For For Elect Director Robert F. Woods 1k

For For Ratify Deloitte & Touche LLP as Auditors 2


3


Qualicorp Consultoria e Corretora de Seguros SA Meeting Date: 08/15/2019 Country: Brazil

Meeting Type: Special Ticker: QUAL3


Qualicorp Consultoria e Corretora de Seguros SA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Reduction in Share Capital without Cancellation of Shares

For For

Blended Rationale: A vote FOR these requests is warranted because: * The company has presented a reasonable rationale for the share-capital reduction, which will not impact shareholder rights; * The share-capital reduction has been unanimously approved by the company's 57-percent independent board of directors and received a favorable opinion from the fiscal council; and * The company has provided the full text of the proposed article amendment.

For For Amend Article 5 to Reflect Changes in Capital 2

Blended Rationale: A vote FOR these requests is warranted because: * The company has presented a reasonable rationale for the share-capital reduction, which will not impact shareholder rights; * The share-capital reduction has been unanimously approved by the company's 57-percent independent board of directors and received a favorable opinion from the fiscal council; and * The company has provided the full text of the proposed article amendment.

Transportadora de Gas del Sur SA Meeting Date: 08/15/2019 Country: Argentina

Meeting Type: Special Ticker: TGSU2

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Designate Two Shareholders to Sign Minutes of Meeting

For For

For For Consider Increase of Amount from USD 700 Million to USD 1.2 Billion of Global Program for Issuance of Negotiable Non-Convertible Bonds

2

For For Authorize Board to Set Terms and Conditions of Global Program, to Approve and Subscribe Agreements, to Formalize Documentation Before Argentine Securities Commission (CNV) and or Stock Exchanges and to Sub-delegate to Board Members or Others

3

Xero Limited Meeting Date: 08/15/2019 Country: New Zealand

Meeting Type: Annual Ticker: XRO


Xero Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorize Board to Fix Remuneration of the Auditors

For For

For For Elect Susan Peterson as Director 2

For For Elect David Thodey as Director 3

For None Approve the Increase in Maximum Aggregate Remuneration of Non-Executive Directors

4

For For Approve Issuance of Shares to Lee Hatton 5

Highbridge Multi-Strategy Fund Ltd. Meeting Date: 08/16/2019 Country: Guernsey

Meeting Type: Special Ticker: HMSF

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve New Investment Policy; Approve Change of Company Name to HighbridgeTactical Credit Fund Limited

For For

IndusInd Bank Limited Meeting Date: 08/16/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Romesh Sobti as Director 3


For For Approve Haribhakti & Co. LLP as Auditors and Authorize Board to Fix Their Remuneration

4


IndusInd Bank Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Akila Krishnakumar as Director 5


For For Elect Arun Tiwari as Director 6


For For Elect Siraj Chaudhry as Director 7


For For Elect Rajiv Agarwal as Director 8


For For Approve Issuance of Long Term Bond / Non-Convertible Debentures on Private Placement Basis

9

iShares Euro High Yield Corp Bond UCITS ETF Meeting Date: 08/16/2019 Country: Ireland

Meeting Type: Annual Ticker: IHYG

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Ratify Deloitte as Auditors 2


For For Elect Ros O'Shea as Director 4

Blended Rationale: Items 4 to 7 & 9 A vote FOR the election/re-election of Ros O’Shea, Jessica Irschick, Barry O'Dwyer, Paul McGowan and Deirdre Somers is warranted because no significant concerns have been identified. Item 8 A vote FOR the re-election of Paul McNaughton is warranted, although it is not without concern because: * Apart from his role as Non-executive Chair of the Company, he also serves in various roles at other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * His external commitment is at mutual funds. Taking this factor into account, a degree of flexibility is considered appropriate. This will be kept under review.


iShares Euro High Yield Corp Bond UCITS ETF Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Jessica Irschick as Director 5


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


For For Re-elect Paul McGowan as Director 7


For For Re-elect Paul McNaughton as Director 8


For For Elect Deirdre Somers as Director 9


iShares Global Corp Bond UCITS ETF Meeting Date: 08/16/2019 Country: Ireland

Meeting Type: Annual Ticker: CRPS


iShares Global Corp Bond UCITS ETF

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For














iShares Global Corp Bond UCITS ETF Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



iShares MSCI AC Far East ex-Japan UCITS ETF Meeting Date: 08/16/2019 Country: Ireland

Meeting Type: Annual Ticker: IFFF

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For










iShares MSCI AC Far East ex-Japan UCITS ETF Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction







Medidata Solutions, Inc. Meeting Date: 08/16/2019 Country: USA

Meeting Type: Special Ticker: MDSO

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Merger Agreement For For


Against For Advisory Vote on Golden Parachutes 2

Voter Rationale: We are not supportive of Golden Parachutes.

Blended Rationale: We are not supportive of Golden Parachutes.

For For Adjourn Meeting 3


TCS Group Holding Plc Meeting Date: 08/16/2019 Country: Cyprus

Meeting Type: Annual Ticker: TCS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Chairman of Meeting For For

For For Approve Auditors and Authorize Board to Fix Their Remuneration

2

For For Re-elect Martin Cocker as Director 3

For For Approve Director Remuneration 4

For For Authorize Share Repurchase Program 5

XLMedia Plc Meeting Date: 08/16/2019 Country: Jersey

Meeting Type: Special Ticker: XLM

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorise Market Purchase of Ordinary Shares Pursuant to the Tender Offer

For For

Kusuri No Aoki Holdings Co., Ltd. Meeting Date: 08/17/2019 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 9

For Against

Blended Rationale: Vote Against anything below average dividend pay-out ratio

Against For Amend Articles to Amend Business Lines - Authorize Board to Determine Income Allocation

2

Blended Rationale: A vote AGAINST this proposal is warranted because:- It is not in shareholders' interest to allow the company to determine income allocation at the board's discretion.


Kusuri No Aoki Holdings Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Director Aoki, Keisei 3.1

For For Elect Director Aoki, Yasutoshi 3.2

For For Elect Director Aoki, Hironori 3.3

For For Elect Director Yahata, Ryoichi 3.4

For For Elect Director Yoshino, Kunihiko 3.5

For For Elect Director Okada, Motoya 3.6

For For Elect Director Yanagida, Naoki 3.7

For For Appoint Alternate Statutory Auditor Morioka, Shinichi

4

Oil India Limited Meeting Date: 08/17/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Confirm Interim Dividend and Declare Final Dividend

2

Against For Reelect Pattabhiraman Chandrasekaran as Director

3

Voter Rationale: Executive nominee on a board that has a joint executive CEO/Chair which is against best practice

Blended Rationale: Executive nominee on a board that has a joint executive CEO/Chair which is against best practice

For For Authorize Board to Fix Remuneration of Statutory Auditors

4


China Telecom Corporation Limited Meeting Date: 08/19/2019 Country: China



China Telecom Corporation Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Liu Guiqing as Director, Authorize Board to Execute a Service Contract with Him and Authorize Board to Fix Director's Remuneration

For For

For For Elect Wang Guoquan as Director, Authorize Board to Execute a Service Contract with Him and Authorize Board to Fix Director's Remuneration

2


Leyard Optoelectronic Co., Ltd. Meeting Date: 08/19/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Application of Bank Credit Lines and Loans and Provision of Guarantee and Counter Guarantee to Company by Related Party, and Related-party Transactions

For For


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Application of Bank Credit Lines and Loans and Provision of Guarantee and Counter Guarantee to Company by Related Party, and Related-party Transactions

1

Southern Pacific Financing 06-A Plc Meeting Date: 08/19/2019 Country: United Kingdom

Meeting Type: Bondholder Ticker: N/A


Southern Pacific Financing 06-A Plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Extraordinary Resolution as per Meeting Notice

For For

Albert Technologies Ltd. Meeting Date: 08/20/2019 Country: Israel

Meeting Type: Special Ticker: ALB

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Cancel Admission of Ordinary Shares to Trade on AIM

For For



A



Avenue Supermarts Limited Meeting Date: 08/20/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Reelect Manjri Chandak as Director 2

For For Approve Borrowing by Issuance of Secured, Rated, Cumulative, Redeemable, Non-convertible Debentures on Private Placement Basis

3


Avenue Supermarts Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


4

Against For Approve Avenue Supermarts Limited Employee Stock Option Scheme 2016

5



Against For Approve Grant of Options Under Avenue Supermarts Limited Employee Stock Options Scheme 2016 to Employees of the Subsidiary Companies

6



Frasers Logistics & Industrial Trust Meeting Date: 08/20/2019 Country: Singapore

Meeting Type: Special Ticker: BUOU

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Proposed Acquisition of Interests in 12 Properties in Germany and Australia

For For


GAIL (India) Limited Meeting Date: 08/20/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Declare Final Dividend and Confirm Interim Dividend

2


GAIL (India) Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Reelect P. K. Gupta as Director 3

Blended Rationale: A vote AGAINST the following nominee is warranted because: * Gajendra Singh (Item 4) is an executive director serving on the audit committee. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.

Against For Reelect Gajendra Singh as Director 4

Voter Rationale: Executive member of the audit committee

Blended Rationale: Executive member of the audit committee

For For Authorize Board to Fix Remuneration of Joint Statutory Auditors

5

For For Elect A. K. Tiwari as Director 6



For For Approve Material Related Party Transactions with Petronet LNG Limited

8

Against For Amend Articles of Association 9

Voter Rationale: Company has not disclosed the proposed changes to the Articles

Blended Rationale: Company has not disclosed the proposed changes to the Articles

For For Reelect Anupam Kulshreshtha as Director 10


For For Reelect Sanjay Tandon as Director 11


For For Reelect S. K. Srivastava as Director 12


HEG Limited Meeting Date: 08/20/2019 Country: India



HEG Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


2

Against For Reelect Riju Jhunjhunwala as Director 3

Voter Rationale: Non-independent nominee on a board that is not at least 50% independent and is chaired by an executive

Blended Rationale: Non-independent nominee on a board that is not at least 50% independent and is chaired by an executive

Against For Reelect Shekhar Agarwal as Director 4



For For Approve Reappointment and Remuneration of Ravi Jhunjhunwala as Managing Director

5

For For Elect Ramni Nirula as Director 6

Blended Rationale: A vote AGAINST the following nominees is warranted because: * The board is chaired by an executive director and the board is not at least one-half independent and Riju Jhunjhunwala (Item 3), Shekhar Agarwal (Item 4), and Vinita Singhania (Item 7) are non-independent director nominees. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.

Against For Elect Vinita Singhania as Director 7

Voter Rationale: Non-independent nominee on a board that is not at least 50% independent and is chaired by an executive

Blended Rationale: Non-independent nominee on a board that is not at least 50% independent and is chaired by an executive

For For Reelect Kamal Gupta as Director 8


For For Reelect Om Parkash Bahl as Director 9



Microchip Technology Incorporated Meeting Date: 08/20/2019 Country: USA

Meeting Type: Annual Ticker: MCHP


Microchip Technology Incorporated

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Steve Sanghi For For

For For Elect Director Matthew W. Chapman 1.2

For For Elect Director L.B. Day 1.3

For For Elect Director Esther L. Johnson 1.4

For For Elect Director Wade F. Meyercord 1.5

For For Amend Omnibus Stock Plan 2




4


For Against Report on Human Rights Risks in Operations and Supply Chain

5

Voter Rationale: The company is asked to report on its process to identify and analyse human rights risks to workers in its operations and supply chain. While the company does have policies in place which address human rights risks, and is a signatory of UNGC, it is not clear how well those policies are enforced and monitored as there is no evidence of supplier auditing and stringent contract requirements. A vote "for" is therefore recommended.

Blended Rationale: The company is asked to report on its process to identify and analyse human rights risks to workers in its operations and supply chain. While the company does have policies in place which address human rights risks, and is a signatory of UNGC, it is not clear how well those policies are enforced and monitored as there is no evidence of supplier auditing and stringent contract requirements. A vote "for" is therefore recommended.

Oracle Corp Japan Meeting Date: 08/20/2019 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Frank Obermeier For For

For For Elect Director Minato, Koji 1.2

For For Elect Director Krishna Sivaraman 1.3

For For Elect Director Edward Paterson 1.4

For For Elect Director Kimberly Woolley 1.5

For For Elect Director Fujimori, Yoshiaki 1.6


Oracle Corp Japan Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Director John L. Hall 1.7

Blended Rationale: A vote AGAINST this director nominee is warranted because: - The board after this meeting will not be majority independent and this outside director nominee lacks independence.

For For Elect Director Natsuno, Takeshi 1.8

Raven Property Group Ltd. Meeting Date: 08/20/2019 Country: Guernsey

Meeting Type: Special Ticker: RAV

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve the Terms of the Buyback Agreement dated 31 July 2019 between the Company and Woodford Funds

For For

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

For For Approve the Terms of the Buyback Agreement dated 31 July 2019 between the Company and Invesco Funds

2


For For Approve the Woodford Buyback Agreement as a Related Party Transaction

3


For For Approve the Invesco Buyback Agreement as a Related Party Transaction

4


Vanguard FTSE 100 UCITS ETF Meeting Date: 08/20/2019 Country: Ireland

Meeting Type: Special Ticker: VUKE

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Conversion to the International Central Securities Depositary Model of Settlement

For For


Vanguard FTSE 100 UCITS ETF Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Blended Rationale: A vote FOR these resolutions are warranted because the proposals have been clearly explained and no significant concerns have been identified.

For For Adopt the Amended Memorandum and Articles of Association

2


Vanguard FTSE 100 UCITS ETF Meeting Date: 08/20/2019 Country: Ireland

Meeting Type: Court Ticker: VUKE

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Scheme of Arrangement For For


Vanguard S&P 500 UCITS ETF Meeting Date: 08/20/2019 Country: Ireland

Meeting Type: Special Ticker: VUSD

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Conversion to the International Central Securities Depositary Model of Settlement

For For


For For Adopt the Amended Memorandum and Articles of Association

2


Vanguard S&P 500 UCITS ETF Meeting Date: 08/20/2019 Country: Ireland

Meeting Type: Court Ticker: VUSD


Vanguard S&P 500 UCITS ETF

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



Want Want China Holdings Limited Meeting Date: 08/20/2019 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Approve Final Dividend 2a

For For Approve Special Dividend 2b

Against For Elect Tsai Shao-Chung as Director 3a1

Voter Rationale: Nominee is on the remuneration committee and we have ongoing concerns with the quantum of remuneration and lack of justification for it

Blended Rationale: Nominee is on the remuneration committee and we have ongoing concerns with the quantum of remuneration and lack of justification for it

For For Elect Huang Yung-Sung as Director 3a2

For For Elect Chu Chi-Wen as Director 3a3

For For Elect Tsai Ming-Hui as Director 3a4

For For Elect Lai Hong Yee as Director 3a5

For For Elect Cheng Wen-Hsien as Director 3a6

Against For Elect Pei Kerwei as Director 3a7

Voter Rationale: Nominee is on the remuneration committee and we have ongoing concerns with the quantum of remuneration and lack of justification for it

Blended Rationale: Nominee is on the remuneration committee and we have ongoing concerns with the quantum of remuneration and lack of justification for it


3b


4



Want Want China Holdings Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


6






Autins Group Plc Meeting Date: 08/21/2019 Country: United Kingdom

Meeting Type: Special Ticker: AUTG

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorise Issue of Equity in Connection with the Placing

For For

Blended Rationale: A vote FOR this transaction is warranted, but it is not without concern for shareholders because: * The issuance of shares is dilutive to non-participating shareholders; * The Placing Price represents a significant discount to the market price prior to the announcement; and * The transaction involves the participation of certain Directors and substantial shareholders. Mitigating, the main reasons for support are: * The Company has provided a compelling strategic rationale and the use of proceeds has been clearly explained.

For For Authorise Issue of Equity without Pre-emptive Rights in Connection with the Placing

2

Blended Rationale: A vote FOR this transaction is warranted, but it is not without concern for shareholders because: * The issuance of shares is dilutive to non-participating shareholders; * The Placing Price represents a significant discount to the market price prior to the announcement; and * The transaction involves the participation of certain Directors and substantial shareholders. Mitigating, the main reasons for support are: * The Company has provided a compelling strategic rationale and the use of proceeds has been clearly explained.

Axis Bank Meeting Date: 08/21/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

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

For For


China Gas Holdings Limited Meeting Date: 08/21/2019 Country: Bermuda


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Ma Jinlong as Director 3a1

For For Elect Li Ching as Director 3a2

For For Elect Jiang Xinhao as Director 3a3

For For Elect Mao Erwan as Director 3a4


3b

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

4



6

Voter Rationale: Discount limit not disclosed

Blended Rationale: Discount limit not disclosed




Against For Approve Refreshment of Scheme Mandate Limit Under the Share Option Scheme

8

Voter Rationale: Performance conditions and vesting periods not disclosed

Blended Rationale: Performance conditions and vesting periods not disclosed

China Yangtze Power Co., Ltd. Meeting Date: 08/21/2019 Country: China



China Yangtze Power Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Amendments to Articles of Association For For

For For Elect Teng Weiheng as Supervisor 2.1

ETFS Coffee Meeting Date: 08/21/2019 Country: Jersey

Meeting Type: Special Ticker: COFF

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend the Principal Amount of the Affected Securities

For For

Helen of Troy Limited Meeting Date: 08/21/2019 Country: Bermuda

Meeting Type: Annual Ticker: HELE

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Gary B. Abromovitz For For

For For Elect Director Krista L. Berry 1b

For For Elect Director Vincent D. Carson 1c

For For Elect Director Thurman K. Case 1d

For For Elect Director Timothy F. Meeker 1e

For For Elect Director Julien R. Mininberg 1f

For For Elect Director Beryl B. Raff 1g

For For Elect Director William F. Susetka 1h

For For Elect Director Darren G. Woody 1i


Helen of Troy Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


2


For For Approve Grant Thornton LLP as Auditors and Authorize Board to Fix Their Remuneration

3

Hindustan Petroleum Corporation Limited Meeting Date: 08/21/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Confirm Interim Dividend and Approve Final Dividend

2

For For Reelect Vinod S. Shenoy as Director 3


For For Reelect Subhash Kumar as Director 4


For For Elect Sunil Kumar as Government Nominee Director

5


For For Elect G. Rajendran Pillai as Director 6



For For Approval Material Related Party Transactions 8

James Latham plc Meeting Date: 08/21/2019 Country: United Kingdom

Meeting Type: Annual Ticker: LTHM


James Latham plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For Against

Voter Rationale: Executive on audit committee and 2 year termination period.

Blended Rationale: Executive on audit committee and 2 year termination period.


For For Re-elect Fabian French as Director 3

Blended Rationale: A vote FOR the re-election of Fabian French, Paula Kerrigan and Nick Latham is warranted because no significant concerns have been identified.

For For Re-elect Paula Kerrigan as Director 4


For For Re-elect Nick Latham as Director 5


For For Reappoint RSM UK Audit LLP as Auditors and Authorise Their Remuneration

6


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


8



For For Approve Cancellation of Preference Shares 10

NTPC Limited Meeting Date: 08/21/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


NTPC Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


2

For For Reelect Anand Kumar Gupta as Director 3

Blended Rationale: A vote AGAINST the following nominee is warranted because: * Gauri Surendra Trivedi (Item 5) has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation. A vote FOR Anand Kumar Gupta is warranted given the absence of any known issues concerning the nominee.


4

Against For Reelect Gauri Trivedi as Director 5



For For Approve Increase in Borrowing Powers 6


For For Approve Creation of Mortgage and/or Charge over Movable and Immovable Properties

7



For For Approve Issuance of Bonds/Debentures on Private Placement Basis

9

Tekmar Group Plc Meeting Date: 08/21/2019 Country: United Kingdom

Meeting Type: Annual Ticker: TGP

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Appoint KPMG LLP as Auditors 2


For For Elect Christopher Gill as Director 4

Blended Rationale: A vote FOR the election of Christopher Gill, Susan Hurst, Alasdair MacDonald, James Ritchie-Bland and Julian Brown is warranted because no significant concerns have been identified.

For For Elect Susan Hurst as Director 5



Tekmar Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Alasdair Macdonald as Director 6


For For Elect James Ritchie-Bland as Director 7


For For Elect Julian Brown as Director 8





10


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

11


Arrowhead Properties Ltd. Meeting Date: 08/22/2019 Country: South Africa

Meeting Type: Court Ticker: AWA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



For For Approve Revocation of Special Resolution Number 1 if the Scheme Lapses and is Not Continued

2



Chen Hsong Holdings Limited Meeting Date: 08/22/2019 Country: Bermuda


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Chi Kin Chiang as Director 3.1

For For Elect Stephen Hau Leung Chung as Director 3.2

For For Elect Johnson Chin Kwang Tan as Director 3.3

For For Approve Directors' Fees 3.4

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

4



6






Hapvida Participacoes e Investimentos SA Meeting Date: 08/22/2019 Country: Brazil

Meeting Type: Special Ticker: HAPV3

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Ratify Election of Marcio Luiz Simoes Utsch as Independent Director

For For

For For Approve Acquisition of Controlling Stake of Infoway Tecnologia e Gestao em Saude Ltda. through Hapvida Participacoes em Tecnologia Ltda.

2



Hapvida Participacoes e Investimentos SA Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Acquisition of GSFRP Participacoes S.A. through Ultra Som Servicos Medicos S.A.

3


For For Ratify Acquisition of Hospital das Clinicas e Fraturas do Cariri S/S Ltda. through Ultra Som Servicos Medicos S.A.

4


For For Approve Acquisition of Shares of Companies from Grupo America through Ultra Som Servicos Medicos S.A. and Hapvida Assistencia Medica Ltda.

5


For For Approve Acquisition of Controlling Stake of RN Metropolitan Ltda. through Hapvida Assistencia Medica Ltda.

6


For For Amend Articles 7

Ashmore Global Opportunities Ltd. Meeting Date: 08/23/2019 Country: Guernsey

Meeting Type: Annual Ticker: AGOL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



2


For For Ratify KPMG Channel Islands Limited as Auditors and Authorise Their Remuneration

4

For For Re-elect Richard Hotchkis as Director 5

Blended Rationale: Items 5 to 7 A vote FOR the re-election of Richard Hotchkis, Stephen Hicks and Nigel de la Rue is warranted because no significant concerns have been identified. Items 8 A vote FOR the re-election of Christopher Legge is warranted, although it is not without concern for shareholders: * Apart from his role as NED in the Company, he has directorships at five other listed companies which could potentially compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * All his outside roles are at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review.


Ashmore Global Opportunities Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Stephen Hicks as Director 6


For For Re-elect Nigel De La Rue as Director 7


For For Re-elect Christopher Legge as Director 8


COSMOS Pharmaceutical Corp. Meeting Date: 08/23/2019 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 55

For Against

Blended Rationale: Vote Against anything below average dividend pay-out ratio

Against For Elect Director Uno, Masateru 2.1

Blended Rationale: A vote AGAINST this director nominee is warranted because:- Top management bears responsibility for the firm's board composition at the company with an audit committee structure which does not include at least one-third outsiders.

Against For Elect Director Yokoyama, Hideaki 2.2

Blended Rationale: A vote AGAINST this director nominee is warranted because:- Top management bears responsibility for the firm's board composition at the company with an audit committee structure which does not include at least one-third outsiders.

For For Elect Director Iwashita, Masahiro 2.3

For For Elect Director Takemori, Motoi 2.4

For For Elect Director Shibata, Futoshi 2.5


COSMOS Pharmaceutical Corp. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Director Uno, Yukitaka 2.6

For For Elect Director and Audit Committee Member Kosaka, Michiyoshi

3.1

For For Elect Director and Audit Committee Member Kino, Tetsuo

3.2

For For Elect Director and Audit Committee Member Ueta, Masao

3.3

Against For Elect Alternate Director and Audit Committee Member Nagahara, Go

4

Blended Rationale: A vote AGAINST this director nominee is warranted because:- This outside director candidate who will be an audit committee member lacks independence.

Divi's Laboratories Limited Meeting Date: 08/23/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Kiran S. Divi as Director 3


For For Reelect Nilima Motaparti as Director 4


For For Elect Sunaina Singh as Director 5


Naspers Ltd. Meeting Date: 08/23/2019 Country: South Africa

Meeting Type: Annual Ticker: NPN


Naspers Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

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

For For

For For Approve Dividends for N Ordinary and A Ordinary Shares

2

For For Reappoint PricewaterhouseCoopers Inc as Auditors of the Company with V Myburgh as the Individual Registered Auditor

3

For For Re-elect Nolo Letele as Directors 4


For For Re-elect Koos Bekker as Director 5.1


For For Re-elect Steve Pacak as Director 5.2


For For Re-elect Cobus Stofberg as Director 5.3


For For Re-elect Ben van der Ross as Director 5.4


For For Re-elect Debra Meyer as Director 5.5


For For Re-elect Don Eriksson as Member of the Audit Committee

6.1


For For Re-elect Ben van der Ross as Member of the Audit Committee

6.2


For For Re-elect Rachel Jafta as Member of the Audit Committee

6.3



Blended Rationale: A vote AGAINST this item is warranted: * The remuneration policy includes a significant proportion of long-term incentives that are not performance-related with a portion of these awards vesting after only one year; and * It is also noted that the total number of shares reserved for equity compensation purposes is considered excessive. This concern is only slightly mitigated, by the Company's commitment to settle all equity awards via shares repurchased from the market.


Naspers Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Implementation of the Remuneration Policy

8

Blended Rationale: VOTE RECOMMENDATION A vote AGAINST this item is warranted: * The quantum of long term incentives awarded is high, with a large portion not subject to performance conditions. * Scope for increased disclosure of performance targets under the variable pay framework. BACKGROUND INFORMATION Policies: Approve Executive Compensation

Against For Place Authorised but Unissued Shares under Control of Directors

9

Voter Rationale: The proposed authority could result in significant dilution to shareholders

Blended Rationale: The proposed authority could result in significant dilution to shareholders

Against For Authorise Board to Issue Shares for Cash 10

Voter Rationale: This could include the issuance of A shares, which have multiple voting rights and would continue the company’s dual class share structure (which is not in shareholders' best interests)

Blended Rationale: This could include the issuance of A shares, which have multiple voting rights and would continue the company’s dual class share structure (which is not in shareholders' best interests)

For For Approve Amendments to the Trust Deed constituting the Naspers Restricted Stock Plan Trust and the Share Scheme envisaged by such Trust Deed

11


For For Approve Fees of the Board Chairman 1.1

Blended Rationale: A vote FOR this item is warranted: * No major concerns are raised with the proposed fees

For For Approve Fees of the Board Member 1.2


For For Approve Fees of the Audit Committee Chairman 1.3


For For Approve Fees of the Audit Committee Member 1.4


For For Approve Fees of the Risk Committee Chairman 1.5


For For Approve Fees of the Risk Committee Member 1.6


For For Approve Fees of the Human Resources and Remuneration Committee Chairman

1.7


For For Approve Fees of the Human Resources and Remuneration Committee Member

1.8



Naspers Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Fees of the Nomination Committee Chairman

1.9


For For Approve Fees of the Nomination Committee Member

1.10


For For Approve Fees of the Social and Ethics Committee Chairman

1.11


For For Approve Fees of the Social and Ethics Committee Member

1.12


For For Approve Fees of the Trustees of Group Share Schemes/Other Personnel Funds

1.13


For For Approve Financial Assistance in Terms of Section 44 of the Companies Act

2

Blended Rationale: Special Resolution 2 A vote FOR this item is warranted, but is not without concerns for shareholders: * This resolution will facilitate the operation of equity incentive schemes which raise concerns due to the lack of performance criteria in some of the long-term incentive schemes and vesting profiles which allow for the release of awards less than three years from the grant date. The main reasons for support are: * The proposed authority is improved relative to similar resolutions put forward by the Company in previous years, being restricted only to the operation of incentive schemes where it concerns Directors and prescribed officers; and * There has been some improvement to the structural elements of the equity incentive schemes during the year, specifically the proposed addition of a performance share plan. Special Resolution 3 A vote FOR this item is warranted: * This is a routine request, proposed as a result of the implementation of the Companies Act 2008.

For For Approve Financial Assistance in Terms of Section 45 of the Companies Act

3

Blended Rationale: Special Resolution 2 A vote FOR this item is warranted, but is not without concerns for shareholders: * This resolution will facilitate the operation of equity incentive schemes which raise concerns due to the lack of performance criteria in some of the long-term incentive schemes and vesting profiles which allow for the release of awards less than three years from the grant date. The main reasons for support are: * The proposed authority is improved relative to similar resolutions put forward by the Company in previous years, being restricted only to the operation of incentive schemes where it concerns Directors and prescribed officers; and * There has been some improvement to the structural elements of the equity incentive schemes during the year, specifically the proposed addition of a performance share plan. Special Resolution 3 A vote FOR this item is warranted: * This is a routine request, proposed as a result of the implementation of the Companies Act 2008.

For For Authorise Repurchase of N Ordinary Shares 4

Against For Authorise Repurchase of A Ordinary Shares 5

Voter Rationale: The company does not provide information on how they would determine the purchase price and whether there is an upper limit on what would be paid

Blended Rationale: The company does not provide information on how they would determine the purchase price and whether there is an upper limit on what would be paid

Against For Authorise Specific Repurchase of N Ordinary Shares from Holders of N Ordinary Shares

6

Voter Rationale: Lack of information on benefits to shareholders

Blended Rationale: Lack of information on benefits to shareholders


Naspers Ltd. Meeting Date: 08/23/2019 Country: South Africa

Meeting Type: Special Ticker: NPN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Matters in Relation to the Implementation of the Proposed Transaction

For For

Oberoi Realty Limited Meeting Date: 08/23/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Saumil Daru as Director 3

Blended Rationale: A vote AGAINST Karamjit Singh (Sonny) Kalsi (Item 10) is warranted given that he has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.

For For Approve S R B C & CO LLP, Chartered Accountants as Auditors and Authorize Board to Fix Their Remuneration

4

For For Approve Reappointment and Remuneration of Vikas Oberoi as Managing Director

5


For For Approve Reappointment and Remuneration of Saumil Daru as Director - Finance

6


For For Elect Tina Trikha as Director 7



Oberoi Realty Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Reelect Tilokchand Punamchand Ostwal as Director

8


For For Reelect Venkatesh Mysore as Director 9


Against For Reelect Karamjit Singh Kalsi as Director 10




For For Approve Loans, Guarantees, and Securities to I-Ven Realty Limited

12

For For Approve Offer or Invitation to Subscribe to Non-Convertible Debentures on Private Placement Basis

13


14

Against For Approve Conversion of Loan to Equity Shares 15

Voter Rationale: Lack of information available for shareholders to make an informed decision: the company has not disclosed how much debt is to be converted into equity nor the conversion price.

Blended Rationale: Lack of information available for shareholders to make an informed decision: the company has not disclosed how much debt is to be converted into equity nor the conversion price.

SBI Life Insurance Company Limited Meeting Date: 08/23/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Confirm Interim Dividend as Final Dividend 2



SBI Life Insurance Company Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Reelect Joji Sekhon Gill as Director 4



For For Approve Raj Narain Bhardwaj to Continue Office as Independent Director

5

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

For For Approve Revision in the Remuneration of Sanjeev Nautiyal as Managing Director and Chief Executive Officer

6

For For Approve Increase in Limit on Foreign Shareholdings

7

For For Elect Gregory Michael Zeluck as Director 8

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

Shandong Gold Mining Co., Ltd. Meeting Date: 08/23/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Acquisition of Equity Interest of SD Gold Capital Management Co., Ltd.

For Against

Voter Rationale: Lack of information for shareholders to make informed voting decision

Blended Rationale: Lack of information for shareholders to make informed voting decision

Against For Approve Estimated New Daily Connected Transactions After the Acquisition of the Equity Interest of SD Gold Capital Management Co., Ltd.

2



Against For Amend Articles of Association 3




Shandong Gold Mining Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

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

4



Bosideng International Holdings Limited Meeting Date: 08/26/2019 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Rui Jinsong as Director 3.1

For For Elect Gao Xiaodong as Director 3.2

Against For Elect Ngai Wai Fung as Director 3.3




3.4

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

4


5





Voter Rationale: Discount limit is not disclosed

Blended Rationale: Discount limit is not disclosed


Bosideng International Holdings Limited Meeting Date: 08/26/2019 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Revision of the Terms and Annual Caps, The Renewal of Framework Manufacturing Outsourcing and Agency Agreements

For For

Mexichem SAB de CV Meeting Date: 08/26/2019 Country: Mexico

Meeting Type: Special Ticker: MEXCHEM

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Change Company Name and Amend Article 1 For For


2

Banco Santander Chile SA Meeting Date: 08/27/2019 Country: Chile

Meeting Type: Special Ticker: BSANTANDER

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Transaction with a Related Party Re: Acquisition of 51 Percent of Shares in Santander Consumer Chile SA

For For


3

Bank Millennium SA Meeting Date: 08/27/2019 Country: Poland

Meeting Type: Special Ticker: MIL


Bank Millennium SA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

3 Elect Meeting Chairman For For

Blended Rationale: Votes FOR Items 3 and 6 are warranted because these are routine meeting formalities.Items 1, 2, 4, and 5 are non-voting.

For For Elect Members of Vote Counting Commission 6

Blended Rationale: Votes FOR Items 3 and 6 are warranted because these are routine meeting formalities.Items 1, 2, 4, and 5 are non-voting.

For For Approve Acquisition of Euro Bank SA 7


For For Amend Statute Re: Corporate Purpose 8

Against For Approve Performance Share Plan; Authorize Share Repurchase Program for Purpose of Performance Share Plan

9

Voter Rationale: Performance conditions have not been disclosed.

Blended Rationale: Performance conditions have not been disclosed.

Capital Gearing Trust Plc Meeting Date: 08/27/2019 Country: United Kingdom

Meeting Type: Special Ticker: CGT

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorise Issue of Equity For For

Blended Rationale: Items 1 & 2 A vote FOR these resolutions is warranted although it is not without concern for shareholders because: * The proposed authorities are in addition to the authorities granted to the Directors at the 2019 AGM. Mitigating, the main reasons for support are: * The proposed amounts and durations are within the recommended limits; and * The Company has clearly explained the rationale behind the proposals. Item 3 A vote AGAINST this resolution is warranted because: * In addition to the proposed authority under 'Item 2', the proposed amount exceeds recommended limits of 10 percent of issued share capital for share issuances without pre-emptive rights.


2




Capital Gearing Trust Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Authorise Issue of Equity without Pre-emptive Rights in Relation to the Further Issuance of Ordinary Shares

3



Container Corporation of India Ltd. Meeting Date: 08/27/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect V. Kalyana Rama as Director 3

Blended Rationale: A vote AGAINST the following nominees is warranted because: * Sanjay Bajpai (Item 4) has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation. * Kamlesh Shivji Vikamsey (Item 8) serves on a total of more than six public company boards. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.

Against For Reelect Sanjay Bajpai as Director 4

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

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

For For Approve Arun K Agarwal & Associates, Chartered Accountants, New Delhi as Auditors and Authorize Board to Fix Their Remuneration

5

For For Elect Manoj Kumar Dubey as Director 6


For For Elect Jayasankar M.K. as Director 7



Container Corporation of India Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Reelect Kamlesh Shivji Vikamsey as Director 8



For For Reeect Sanjeev S. Shah as Director 9


Global Telecom Holding SAE Meeting Date: 08/27/2019 Country: Egypt

Meeting Type: Special Ticker: GTHE

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorize Issuance of Shares with Preemptive Rights

For Against

Voter Rationale: Lack of details on how minorities will be treated in the future and no clear dividend policy.

Blended Rationale: Lack of details on how minorities will be treated in the future and no clear dividend policy.

Against For Authorize Chairman or CEO to Fill the Required Documents and Other Formalities

2

Voter Rationale: Lack of details on how minorities will be treated in the future and no clear dividend policy.

Blended Rationale: Lack of details on how minorities will be treated in the future and no clear dividend policy.

For For Approve Independent Advisor's Report Regarding Fair Value of Shares

3

Blended Rationale: Votes FOR these proposals are warranted as: * The rationale presented by the company is strong and relevant; * The company is offering all shareholders the opportunity to subscribe to the share issuance.

For For Amend Articles 6 and 7 of Bylaws to Reflect Changes in Capital

4

Blended Rationale: Votes FOR these proposals are warranted as: * The rationale presented by the company is strong and relevant; * The company is offering all shareholders the opportunity to subscribe to the share issuance.

Maruti Suzuki India Limited Meeting Date: 08/27/2019 Country: India



Maruti Suzuki India Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Toshihiro Suzuki as Director 3

Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees.A vote FOR the appointment and remuneration of Takahiko Hashimoto (Item 6) as executive director is warranted given the absence of any known issues concerning the executive and his remuneration.

For For Reelect Kinji Saito as Director 4


For For Approve Reappointment and Remuneration of Kenichi Ayukawa as Managing Director and Chief Executive Officer

5

For For Elect Takahiko Hashimoto as Director and Approve Appointment and Remuneration of Takahiko Hashimoto as Whole-time Director designated as Director (Marketing & Sales)

6


For For Reelect D.S. Brar as Director 7


For For Reelect R.P. Singh as Director 8


For For Elect Lira Goswami as Director 9


For For Elect Hiroshi Sakamoto as Director 10


For For Elect Hisashi Takeuchi as Director 11



Maruti Suzuki India Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Enhancement of Ceiling of Payment of Commission to Non-Executive Directors

12


Petronet LNG Limited Meeting Date: 08/27/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect M.M. Kutty as Director 3

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

For For Reelect Shashi Shanker as Director 4


For For Elect D. Rajkumar as Director 5


For For Elect Sanjiv Singh as Director 7


For For Elect Sunil Kumar Srivastava as Director 8


For For Elect Siddhartha Shekhar Singh as Director 9



Petronet LNG Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Arun Kumar as Director 10



For For Approve Related Party Transactions 12

Blended Rationale: A vote AGAINST this resolution is warranted due to lack of information on the parties to the transactions to be carried out under the mandate.

For For Approve Related Party Transactions in Relation to Transfer of Various Commercial Agreements for Supply of Goods and Services along with Rights and Obligations with Bharat Petroleum Corporation Limited to Bharat Gas Resources Limited

13

Blended Rationale: A vote AGAINST these resolutions is warranted given: * The transaction is not within the company's ordinary course of business. * The company has not provided sufficient information on the amount of the transaction.

For For Amend Memorandum of Association 14


For For Amend Articles of Association 15


Power Grid Corporation of India Limited Meeting Date: 08/27/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


2

For For Reelect Ravi P. Singh as Director 3



4


Power Grid Corporation of India Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Rajeev Kumar Chauhan as Director 5


For For Reelect Jagdish Ishwarbhai Patel as Director 6


For For Elect M. N. Venkatesan as Director 7



For For Approve Issuance of Debentures/Bonds on Private Placement Basis

9

Telkom SA SOC Ltd. Meeting Date: 08/27/2019 Country: South Africa

Meeting Type: Annual Ticker: TKG

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Keith Rayner as Director For For


For For Elect Sibusiso Sibisi as Director 1.2


For For Re-elect Santie Botha as Director 2.1


For For Re-elect Khanyisile Kweyama as Director 2.2


For For Re-elect Kholeka Mzondeki as Director 2.3


For For Re-elect Fagmeedah Petersen-Cook as Director 2.4



Telkom SA SOC Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Sibusiso Luthuli as Member of the Audit Committee

3.1


For For Re-elect Kholeka Mzondeki as Member of the Audit Committee

3.2


For For Elect Keith Rayner as Member of the Audit Committee

3.3


For For Re-elect Rex Tomlinson as Member of the Audit Committee

3.4


For For Re-elect Louis Von Zeuner as Member of the Audit Committee

3.5


For For Reappoint PricewaterhouseCoopers as Auditors of the Company with Skalo Dikana as the Individual Designated Auditor

4.1

Blended Rationale: A vote FOR this item is considered warranted, although it is not without concern for shareholders: * The Company has not disclosed information on the fees paid to the external auditors in respect of the year under review in the annual report. The main reason for support is: * The Company have disclosed an audit and non-audit fee breakdown following engagement and no concerns have been identified with these fees. The Company's disclosures will be reviewed ahead of the next AGM.

For For Reappoint SizweNtsalubaGobodo Grant Thornton as Auditors of the Company with Suleman Lockhat as the Individual Designated Auditor

4.2

Blended Rationale: A vote FOR this item is considered warranted, although it is not without concern for shareholders: * The Company has not disclosed information on the fees paid to the external auditors in respect of the year under review in the annual report. The main reason for support is: * The Company have disclosed an audit and non-audit fee breakdown following engagement and no concerns have been identified with these fees. The Company's disclosures will be reviewed ahead of the next AGM.

For For Place Authorised but Unissued Shares under Control of Directors

5

For For Approve Remuneration Policy 6.1

For For Approve Implementation Report 6.2


For For Authorise Board to Issue Shares for Cash 2

For For Approve Remuneration of Non-executive Directors

3

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

4


BlackRock North American Income Trust Plc Meeting Date: 08/28/2019 Country: United Kingdom

Meeting Type: Special Ticker: BRNA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorise Issue of Equity For For

Blended Rationale: A vote FOR these resolutions is warranted, although it is not without concern for shareholders because: * The proposed authorities are in addition to the existing authorities granted to the Directors at the 2019 AGM which have been substantially utilised. The main reason for support is: * There is a clear rationale for the proposed additional authorities, including the potential benefits.


2

Blended Rationale: A vote FOR these resolutions is warranted, although it is not without concern for shareholders because: * The proposed authorities are in addition to the existing authorities granted to the Directors at the 2019 AGM which have been substantially utilised. The main reason for support is: * There is a clear rationale for the proposed additional authorities, including the potential benefits.

Fisher & Paykel Healthcare Corporation Limited Meeting Date: 08/28/2019 Country: New Zealand

Meeting Type: Annual Ticker: FPH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Lewis Gradon as Director For For

For For Elect Donal O'Dwyer as Director 2

For For Elect Neville Mitchell as Director 3

For For Authorize Board to Fix Remuneration of the Auditors

4

For For Approve Issuance of Performance Share Rights to Lewis Gradon

5

Blended Rationale: Vote against if retesting is allowed/used.

For For Approve Issuance of Options to Lewis Gradon 6

Blended Rationale: Vote against if retesting is allowed/used.

For For Revoke Company's Existing Constitution and Adopt a New Constitution

7


Indiabulls Housing Finance Limited Meeting Date: 08/28/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Approve Payment of Interim Dividend 2

For For Reelect Sachin Chaudhary as Director 3


For For Elect Satish Chand Mathur as Director 4



5

For For Approve Shifting of Registered Office of the Company and Amend Memorandum of Association

6

Indian Oil Corporation Limited Meeting Date: 08/28/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Declare Final Dividend and Confirm Interim DIvidend

2

Against For Reelect S. S. V. Ramakumar as Director 3

Voter Rationale: Non-independent nominee on a board that is not at least 50% independent

Blended Rationale: Non-independent nominee on a board that is not at least 50% independent

Against For Reelect Ranjan Kumar Mohapatra as Director 4

Voter Rationale: Non-independent nominee on a board that is not at least 50% independent

Blended Rationale: Non-independent nominee on a board that is not at least 50% independent


Indian Oil Corporation Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Reelect Parindu K. Bhagat as Director 5

Blended Rationale: A vote AGAINST the following nominees is warranted because: * The board is chaired by an executive director and the board is not at least one-half independent and Ranjan Kumar Mohapatra (Item 4) and Srivenkata Sankara Ramakumar (Item 3) are non-independent director nominees. A vote FOR Parindu Kanaiyalal Bhagat (Item 5) is warranted given the absence of any known issues concerning the nominee.


For For Approve Corporate Guarantees to Banks on behalf of IndianOil-Adani Gas Pvt. Ltd., a Joint Venture Company

7

Kerur Holdings Ltd. Meeting Date: 08/28/2019 Country: Israel

Meeting Type: Special Ticker: KRUR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Reelect Sarah Gani as External Director For For

Blended Rationale: A vote FOR is warranted, as there are no issues with the nominees.

For For Reelect Ronen Harel as External Director 2

Blended Rationale: A vote FOR is warranted, as there are no issues with the nominees.


A


B1

Blended Rationale: If such an item is included in the proxy card, shareholders must classify themselves according to the following categories: Interest Holder as defined in Section 1 of the Securities Law, 1968; Senior Officer as defined in Section 37(D) of the Securities Law, 1968; Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994; Shareholders can classify themselves by voting FOR or AGAINST on any of these items.


B2



Kerur Holdings Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


B3


Lingkaran Trans Kota Holdings Berhad Meeting Date: 08/28/2019 Country: Malaysia


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Yusoff bin Daud as Director For For

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

For For Elect Azmi bin Mat Nor as Director 2

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

For For Approve Directors' Fees 3


For For Approve Directors' Benefits (Excluding Directors' Fees)

4


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

5

For For Adopt New Constitution 6

Loomis AB Meeting Date: 08/28/2019 Country: Sweden

Meeting Type: Special Ticker: LOOM.B


Loomis AB

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Blended Rationale: These are routine meeting formalities.

For For Prepare and Approve List of Shareholders 3


For For Approve Agenda of Meeting 4


For For Designate Inspector(s) of Minutes of Meeting 5


For For Acknowledge Proper Convening of Meeting 6


For For Determine Number of Members (7) and Deputy Members (0) of Board

7

For For Elect Lars Blecko and Johan Lundberg as New Directors

8

For For Approve Remuneration of Directors 9

Metcash Limited Meeting Date: 08/28/2019 Country: Australia

Meeting Type: Annual Ticker: MTS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2a Elect Peter Birtles as Director For For

For For Elect Wai Tang as Director 2b

For For Elect Helen Nash as Director 2c


For For Approve Issuance of Performance Rights to Jeffery Adams

4


Mr. Price Group Ltd. Meeting Date: 08/28/2019 Country: South Africa

Meeting Type: Annual Ticker: MRP

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports for the Year Ended 30 March 2019

For For

For For Re-elect Stewart Cohen as Director 2.1


For For Re-elect Keith Getz as Director 2.2


For For Re-elect Mark Bowman as Director 2.3


For For Elect Mmaboshadi Chauke as Director 3


For For Elect Mark Stirton as Director 4


For For Reappoint Ernst & Young Inc as Auditors of the Company with Vinodhan Pillay as the Designated Registered Auditor

5

For For Re-elect Bobby Johnston as Member of the Audit and Compliance Committee

6.1


For For Re-elect Daisy Naidoo as Member of the Audit and Compliance Committee

6.2


For For Re-elect Mark Bowman as Member of the Audit and Compliance Committee

6.3


For For Elect Mmaboshadi Chauke as Member of the Audit and Compliance Committee

6.4



Mr. Price Group Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: Half of the awards made under the Forfeitable Share Plan lack performance conditions and there is a service-based bonus that is not subject to performance conditions

Blended Rationale: Half of the awards made under the Forfeitable Share Plan lack performance conditions and there is a service-based bonus that is not subject to performance conditions

Against For Approve Remuneration Implementation Report 8

Voter Rationale: The quantum of the "top up" LTIs awarded to Mark Blair and Mark Stirton on their promotions to CEO and CFO appear excessive. Mark Stirton was awarded a one-off LTI allocation which has not been fully explained and there is a lack of disclosure around bonus performance targets and the departing CEO's leaving arrangements

Blended Rationale: The quantum of the "top up" LTIs awarded to Mark Blair and Mark Stirton on their promotions to CEO and CFO appear excessive. Mark Stirton was awarded a one-off LTI allocation which has not been fully explained and there is a lack of disclosure around bonus performance targets and the departing CEO's leaving arrangements

For For Adopt the Social, Ethics, Transformation and Sustainability Committee Report

9


For For Place Authorised but Unissued Shares under Control of Directors

11

For For Approve Fees of the Independent Non-executive Chairman

1.1

Blended Rationale: A vote FOR this item is warranted: * The proposed fees appear to be in line with what comparable South African companies are offering to their NEDs. No major concerns are raised.

For For Approve Fees of the Honorary Chairman 1.2


For For Approve Fees of the Lead Independent Director 1.3


For For Approve Fees of the Non-Executive Directors 1.4


For For Approve Fees of the Audit and Compliance Committee Chairman

1.5


For For Approve Fees of the Audit and Compliance Committee Members

1.6


For For Approve Fees of the Remuneration and Nominations Committee Chairman

1.7



Mr. Price Group Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve Fees of the Remuneration and Nominations Committee Members

1.8


For For Approve Fees of the Social, Ethics, Transformation and Sustainability Committee Chairman

1.9


For For Approve Fees of the Social, Ethics, Transformation and Sustainability Committee Members

1.10


For For Approve Fees of the Risk and IT Committee Members

1.11


For For Approve Fees of the Risk and IT Committee - IT Specialist

1.12



For For Approve Financial Assistance to Related or Inter-related Companies

3

PT Bank Mandiri (Persero) Tbk Meeting Date: 08/28/2019 Country: Indonesia

Meeting Type: Special Ticker: BMRI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Evaluation of First Semester Performance 2019

None For

Against None Approve Changes in Board of Company 2

Voter Rationale: No information on proposed changes to the board so shareholders cannot make an informed vote decision

Blended Rationale: No information on proposed changes to the board so shareholders cannot make an informed vote decision


Tai Cheung Holdings Limited Meeting Date: 08/28/2019 Country: Bermuda


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect William Wai Lim Lam as Director 3a

For For Elect Wing Sau Li as Director 3b

For For Approve Directors' Fees 3c


4



6

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

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




The Fulham Shore Plc Meeting Date: 08/28/2019 Country: United Kingdom

Meeting Type: Annual Ticker: FUL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Against For Re-elect David Page as Director 3

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

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


The Fulham Shore Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Re-elect Nicholas Donaldson as Director 4

Voter Rationale: Executive director who sits on the audit committee. Also over boarded.

Blended Rationale: Executive director who sits on the audit committee. Also over boarded.

For For Reappoint RSM UK Audit LLP as Auditors and Authorise Their Remuneration

5

For For Approve Acquisition of Minority Interests in Subsidiaries

6

Against For Authorise Issue of Equity 7




8



TheWorks.co.uk Plc Meeting Date: 08/28/2019 Country: United Kingdom

Meeting Type: Annual Ticker: WRKS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For





For For Elect Dean Hoyle as Director 5

Blended Rationale: A vote FOR the election of these Directors is warranted because no significant concerns have been identified.

For For Elect Kevin Keaney as Director 6


For For Elect Gavin Peck as Director 7



TheWorks.co.uk Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Catherine Glickman as Director 8


For For Elect Harry Morley as Director 9


For For Appoint KPMG LLP as Auditors 10

For For Authorise the Audit Committee to Fix Remuneration of Auditors

11




13



14



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

16

For For Approve Dividend Ratification and Releases 17

Trakya Cam Sanayii AS Meeting Date: 08/28/2019 Country: Turkey

Meeting Type: Special Ticker: TRKCM

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Presiding Council of Meeting and Authorize Presiding Council to Sign Minutes of Meeting

For For

For For Amend Company Articles 2


Universal Corporation Meeting Date: 08/28/2019 Country: USA

Meeting Type: Annual Ticker: UVV

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Thomas H. Johnson For For

For For Elect Director Michael T. Lawton 1.2


2


For For Amend Executive Incentive Bonus Plan 4

City Union Bank Limited Meeting Date: 08/29/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Approve Sundaram & Srinivasan, Chartered Accountants, Chennai as Statutory Central Auditors and Authorize Board to Fix Their Remuneration

3

Blended Rationale: A vote FOR these proposals is warranted given the absence of any known issues concerning the audit firm, its remuneration, and the way the audit was conducted.


4

Blended Rationale: A vote FOR these proposals is warranted given the absence of any known issues concerning the audit firm, its remuneration, and the way the audit was conducted.

For For Approve Appointment and Remuneration of R. Mohan as Part-time Chairman

5


For For Approve Revision in the Remuneration of N. Kamakodi as Managing Director & CEO

6


City Union Bank Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Vaidyanathan Kalyanasundaram as Director

7


For For Elect Thirukkarugavur Krishnamoorthy Ramkumar as Director

8


For For Reelect Abarna Bhaskar as Director 9



10

For For Amend Articles of Association 11

Dods Group Plc Meeting Date: 08/29/2019 Country: United Kingdom

Meeting Type: Annual Ticker: DODS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Reappoint Grant Thornton UK LLP as Auditors 2


For For Elect Dr David Hammond as Director 4

Blended Rationale: Items 4 and 6 A vote FOR the election/re-election of David Hammond and Nitil Patel is warranted because no significant concerns have been identified. Item 5 A vote AGAINST the re-election of Richard Boon is warranted because: * Potential independence issues have been identified and he currently sits on the Audit Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size.

For For Elect Richard Boon as Director 5



Dods Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Nitil Patel as Director 6





8



Against For Transact Other Business 10

Voter Rationale: Other business not disclosed.

Blended Rationale: Other business not disclosed.

First American Funds, Inc. Meeting Date: 08/29/2019 Country: USA


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director David K. Baumgardner For For

For For Elect Director Mark E. Gaumond 1.2

For For Elect Director Roger A. Gibson 1.3

For For Elect Director Jennifer J. McPeek 1.4

For For Elect Director C. David Myers 1.5

For For Elect Director Richard K. Riederer 1.6

For For Elect Director P. Kelly Tompkins 1.7

Global Payments Inc. Meeting Date: 08/29/2019 Country: USA

Meeting Type: Special Ticker: GPN


Global Payments Inc.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Issue Shares in Connection with Merger For For


For For Increase Authorized Common Stock 2


For For Declassify the Board of Directors 3


For For Adjourn Meeting 4

NIBC Holding NV Meeting Date: 08/29/2019 Country: Netherlands

Meeting Type: Special Ticker: NIBC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

3 Elect Jeroen Joseph Marie Kremers to Supervisory Board

For For

PT Link Net Tbk Meeting Date: 08/29/2019 Country: Indonesia

Meeting Type: Special Ticker: LINK

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Additional Business Activity For For

For For Approve Reduction in Paid-up Capital 2


For For Approve Share Repurchase Program 3



REC Limited Meeting Date: 08/29/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Approve Payment of Interim Dividend 2

For For Reelect Ajeet Kumar Agarwal as Director 3


4

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

5

Against For Approve Related Party Transactions 6

Voter Rationale: The transactions are not at arm's length basis and the company has not provided sufficient information to assess the fairness of the transaction.

Blended Rationale: The transactions are not at arm's length basis and the company has not provided sufficient information to assess the fairness of the transaction.

United Urban Investment Corp. Meeting Date: 08/29/2019 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Make Technical Changes For For

For For Elect Executive Director Yoshida, Ikuo 2

For For Elect Alternate Executive Director Gaun, Norimasa

3

For For Elect Supervisory Director Okamura, Kenichiro 4.1

For For Elect Supervisory Director Sekine, Kumiko 4.2

For For Elect Alternate Supervisory Director Shimizu, Fumi

5


Banco Bradesco SA Meeting Date: 08/30/2019 Country: Brazil

Meeting Type: Special Ticker: BBDC4

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Ratify KPMG Auditores Independentes as the Firm to Appraise Proposed Transaction

For For

For For Approve Independent Firm's Appraisal 2

For For Approve Agreement to Absorb Bradesco Cartoes 3

For For Approve Absorption of Bradesco Cartoes 4



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Acquisition of BAC Florida Bank For For

For For Ratify PricewaterhouseCoopers Servicos Professionais Ltda. as the Independent Firm to Appraise Proposed Transaction

2



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Genival Francisco da Silva as Alternate Fiscal Council Member Appointed by Minority Shareholder

None For

For For Amend Article 5 Re: Corporate Purpose 2

For For Amend Article 8 3

For For Amend Article 9 4


Banco Bradesco SA Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Consolidate Bylaws 5

Dabur India Limited Meeting Date: 08/30/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



2



3

For For Reelect Amit Burman as Director 4

Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.A vote FOR the appointment and remuneration of Mohit Malhotra as executive director is warranted given the absence of any known issues concerning the executive and his remuneration.

For For Reelect Mohit Burman as Director 5



For For Elect Mohit Malhotra as Director and Approve Appointment and Remuneration of Mohit Malhotra as Whole Time Director

7


For For Elect Ajit Mohan Sharan as Director 8



Dabur India Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Aditya Burman as Director 9


For For Reelect Falguni Sanjay Nayar as Director 10


For For Reelect P N Vijay as Director 11


For For Reelect S Narayan as Director 12


For For Reelect R C Bhargava as Director 13


For For Reelect Ajay Dua as Director 14


For For Reelect Sanjay Kumar Bhattacharyya as Director 15


For For Approve Payment of Remuneration to Non-Executive Independent Directors

16

Man Funds Plc - Glg Japan Corealpha Equity Fund Meeting Date: 08/30/2019 Country: Ireland

Meeting Type: Annual Ticker: MY3KXV.F

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

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

For Against


Man Funds Plc - Glg Japan Corealpha Equity Fund Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Voter Rationale: Lack of disclosure.

Blended Rationale: Lack of disclosure.

Against For Ratify Ernst & Young as Auditors and Authorise Their Remuneration

2

Voter Rationale: Lack of disclosure.

Blended Rationale: Lack of disclosure.

Oil & Natural Gas Corporation Limited Meeting Date: 08/30/2019 Country: India


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Reelect Subhash Kumar as Director 3

Blended Rationale: A vote AGAINST the following nominees is warranted because: * Rajesh Shyamsunder Kakkar (Item 4) is an executive director serving on the audit committee. * Amar Nath (Item 8) has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation. A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.

Against For Reelect Rajesh Shyamsunder Kakkar as Director 4

Voter Rationale: Executive director sitting on the audit committee which is against best practice.

Blended Rationale: Executive director sitting on the audit committee which is against best practice.


For For Elect Navin Chandra Pandey as Director 6


For For Elect Alka Mittal as Director 7



Oil & Natural Gas Corporation Limited Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

Against For Elect Amar Nath as Director 8

Voter Rationale: Poor attendance rate with no explanation provided.

Blended Rationale: Poor attendance rate with no explanation provided.

For For Reelect Ajai Malhotra as Director 9


For For Reelect Shireesh Balawant Kedare as Director 10


For For Reelect K M Padmanabhan as Director 11


For For Elect Amitava Bhattacharyya as Director 12



Against For Approve Related Party Transaction with ONGC Petro Additions Limited

14

Voter Rationale: Lack of disclosure around risk consequences.

Blended Rationale: Lack of disclosure around risk consequences.

For For Elect Rajesh Kumar Srivastava as Director 15

Blended Rationale: A vote AGAINST the following nominees is warranted because:- Rajesh Shyamsunder Kakkar (Item 4) is an executive director serving on the audit committee.- Amar Nath (Item 8) has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation.A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.

PT Bank Negara Indonesia (Persero) Tbk Meeting Date: 08/30/2019 Country: Indonesia

Meeting Type: Special Ticker: BBNI


PT Bank Negara Indonesia (Persero) Tbk

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


None For


Voter Rationale: Proposed changes to the board not disclosed

Blended Rationale: Proposed changes to the board not disclosed

PT Perusahaan Gas Negara Tbk Meeting Date: 08/30/2019 Country: Indonesia

Meeting Type: Special Ticker: PGAS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


None For


Voter Rationale: Proposed changes to the board not disclosed

Blended Rationale: Proposed changes to the board not disclosed

Safaricom Plc Meeting Date: 08/30/2019 Country: Kenya

Meeting Type: Annual Ticker: SCOM

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Approve Final Dividend of KES 1.25 Per Share 2.1

For For Approve Special Dividend of KES 0.62 Per Share 2.2

For For Reelect Bitange Ndemo as Director 3.1

Blended Rationale: Based on a lack of controversy concerning the candidates, votes FOR are warranted.


Safaricom Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Reelect Rose Ogega as Director 3.2


For For Reelect Bitange Ndemo as Member of Audit Committee

4.1


For For Reelect Esther Koimett as Member of Audit Committee

4.2


For For Reelect Mohamed Joosub as Member of Audit Committee

4.3


For For Reelect Till Streichert as Member of Audit Committee

4.4


For For Reelect Rose Ogega as Member of Audit Committee

4.5


For For Approve Remuneration of Directors and Approve Director's Remuneration Report

5

For For Ratify Pricewaterhousecoopers as Auditors and Fix Their Remuneration

6

Against For Other Business 7

Voter Rationale: Shareholders do not know in advance what will be raised under this item

Blended Rationale: Shareholders do not know in advance what will be raised under this item

For For Amend Article 89 (a) of Bylaws Re: Board Size 8

Sany Heavy Industry Co., Ltd. Meeting Date: 08/30/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Amendments to Articles of Association For For

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


Sany Heavy Industry Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

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

2

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

For For Elect Liang Wengen as Non-Independent Director

3.1


For For Elect Tang Xiuguo as Non-Independent Director 3.2


For For Elect Xiang Wenbo as Non-Independent Director 3.3


For For Elect Yi Xiaogang as Non-Independent Director 3.4


For For Elect Liang Zaizhong as Non-Independent Director

3.5


For For Elect Huang Jianlong as Non-Independent Director

3.6


For For Elect Su Zimeng as Independent Director 4.1


For For Elect Tang Ya as Independent Director 4.2


For For Elect Ma Guangyuan as Independent Director 4.3


For For Elect Zhou Hua as Independent Director 4.4


For For Elect Liu Daojun as Supervisor 5.1

Blended Rationale: A vote FOR is warranted because there are no concerns regarding this proposal.


Sany Heavy Industry Co., Ltd. Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Elect Yao Chuanda as Supervisor 5.2

Blended Rationale: A vote FOR is warranted because there are no concerns regarding this proposal.

SKSHU Paint Co., Ltd. Meeting Date: 08/30/2019 Country: China


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve 2nd Phase of Employee Share Purchase Plan (Draft) and Summary

For For


For For Approve Employee Share Purchase Plan Management Method

2


For For Approve Authorization of Board to Handle All Related Matters

3


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Approve 2nd Phase of Employee Share Purchase Plan (Draft) and Summary

1

Blended Rationale: A vote FOR is warranted given that the zero-dilution employee stock purchase plan serves to align the interests of employees with that of the company.

For For Approve Employee Share Purchase Plan Management Method

2


For For Approve Authorization of Board to Handle All Related Matters

3



Stagecoach Group Plc Meeting Date: 08/30/2019 Country: United Kingdom

Meeting Type: Annual Ticker: SGC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

Against For Approve Remuneration Report 2

Voter Rationale: Pay for performance disconnect and lack of disclosure in LTIP targets.

Blended Rationale: Pay for performance disconnect and lack of disclosure in LTIP targets.


For For Re-elect Gregor Alexander as Director 4

Blended Rationale: Items 4 to 9 and 11 to 13 A vote FOR these candidates is considered warranted as no significant concerns have been identified. Item 10: Re-elect Brian Souter as Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * He is a Co-Founder and former CEO of the Company, and therefore was not independent upon his appointment as Chairman in May 2013. The main reasons for support are: * Key Board responsibilities have been allocated to the independent Deputy Chair and there is a clear division of responsibilities. * The overall Board balance remains compliant with the independence recommendations of the UK Code of Corporate Governance.

For For Re-elect James Bilefield as Director 5


For For Re-elect Sir Ewan Brown as Director 6


For For Re-elect Dame Ann Gloag as Director 7


For For Re-elect Martin Griffiths as Director 8



Stagecoach Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Re-elect Ross Paterson as Director 9


For For Re-elect Sir Brian Souter as Director 10


Against For Re-elect Ray O'Toole as Director 11

Voter Rationale: Poor remuneration practices.

Blended Rationale: Poor remuneration practices.

For For Re-elect Karen Thomson as Director 12


For For Re-elect Will Whitehorn as Director 13



For For Authorise the Audit Committee to Fix Remuneration of Auditors

15


16




18



Stagecoach Group Plc Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


19



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

21

Transmissora Alianca de Energia Eletrica SA Meeting Date: 08/30/2019 Country: Brazil

Meeting Type: Special Ticker: TAEE11

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Acquisition of Shares of Brasnorte Transmissora de Energia S.A.

For For


Vote Summary Report - Schroders · Vote Summary Report . Date range covered: 08/01/2019 to...

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