Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered:...

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December 2018 UK Voting Report Voting report Legal & General Investment Management No warranty is given and no representation is made regarding the accuracy or completeness of the content of this report, and no liability or responsibility is accepted for the information contained in this report. Registered Of fce: Legal & General Investment Management Limited One Coleman Street London EC2R 5AA +44 (0) 20 3124 4444 Authorised and Regulated by the Financial Conduct Authority Copyright© Legal & General Investment Management 2019

Transcript of Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered:...

Page 1: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

December 2018 UK Voting Report

Voting report Legal & General Investment Management

No warranty is given and no representation is made regarding the accuracy or completeness of the content of this report, and no liability or responsibility is accepted for the information contained in this report.

Registered Offce: Legal & General Investment Management Limited One Coleman Street London EC2R 5AA

+44 (0) 20 3124 4444

Authorised and Regulated by the Financial Conduct Authority Copyright© Legal & General Investment Management 2019

Page 2: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

Ruffer Investment Co. Ltd.

Meeting Date: 12/04/2018 Country: Guernsey

Meeting Type: Annual

Primary Security ID: G7724B108

Ticker: RICA

Primary ISIN: GB00B018CS46

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Elect Chairman of Meeting Mgmt For For

2 Accept Financial Statements and Statutory

Reports

Mgmt

For

Against

Blended Rationale: A vote against is applied because shareholders have been denied the opportunity to approve executive

remuneration.

3 Ratify Deloitte LLP as Auditors Mgmt For For

4 Authorise Board to Fix Remuneration of

Auditors

Mgmt For For

5 Re-elect Ashe Windham as Director Mgmt For For

6 Re-elect John Baldwin as Director Mgmt For For

7 Re-elect Jill May as Director Mgmt For For

8 Re-elect Christopher Russell as Director Mgmt For For

9 Elect David Staples as Director Mgmt For For

10 Approve Dividend Policy Mgmt For For

11 Authorise Market Purchase of Unclassified

Shares

Mgmt For For

12 Authorise Issue of Equity without Pre-emptive

Rights

Mgmt For Against

Blended Rationale: No commitment has been given that shares would be issued at or above net asset value.

13 Adopt New Articles of Incorporation Mgmt For For

14 Amend Memorandum of Incorporation Re:

Share Capital of the Company

Mgmt For For

15 Approve Increase in Authorised Share Capital Mgmt For For

River & Mercantile Group Plc

Meeting Date: 12/05/2018 Country: United Kingdom

Meeting Type: Annual

Primary Security ID: G7S87Z106

Ticker: RIV

Primary ISIN: GB00BLZH7X42

Page 3: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

River & Mercantile Group Plc

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory

Reports

Mgmt For For

2 Approve Remuneration Report Mgmt For Against

Blended Rationale: A vote against is applied because there is a lack of disclosure around why the bonus was earned.A vote

against is applied because the company’s remuneration received a high vote against, and the Board has not set out how they

will address shareholder concerns.

3 Approve Final Dividend Mgmt For For

4 Re-elect Jonathan Dawson as Director Mgmt For

For

5 Re-elect James Barham as Director Mgmt For

For

6 Re-elect Jack Berry as Director Mgmt For

For

7 Re-elect Angela Crawford-Ingle as Director Mgmt For

For

8 Re-elect Mike Faulkner as Director Mgmt For

For

9 Re-elect Kevin Hayes as Director Mgmt For

For

10 Re-elect Robin Minter-Kemp as Director Mgmt For

For

11 Re-elect Jonathan Punter as Director Mgmt For

For

12 Elect John Misselbrook as Director Mgmt For

For

13 Reappoint BDO LLP as Auditors Mgmt For

For

14 Authorise Board to Fix Remuneration of Mgmt

Auditors

For

For

15 Authorise Issue of Equity with Pre-emptive Mgmt

Rights

For For

16 Authorise the Company to Incur Political Mgmt

Expenditure

For For

17 Authorise Issue of Equity without Pre-emptive Mgmt

Rights

For For

18 Authorise Issue of Equity without Pre-emptive Mgmt

Rights in Connection with an Acquisition or

Other Capital Investment

For For

19 Authorise the Company to Call General Mgmt

Meeting with Two Weeks' Notice

For For

Shire Plc

Meeting Date: 12/05/2018 Country: Jersey

Primary Security ID: G8124V108

Meeting Type: Special Ticker: SHP

Primary ISIN: JE00B2QKY057

Page 4: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

Shire Plc

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Approve Matters Relating to the

Recommended Cash and Share Offer for Shire

plc by Takeda Pharmaceutical Company

Limited

Mgmt For For

Shire Plc

Meeting Date: 12/05/2018 Country: Jersey

Meeting Type: Court

Primary Security ID: G8124V108

Ticker: SHP

Primary ISIN: JE00B2QKY057

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

Court Meeting Mgmt

1 Approve Scheme of Arrangement

Mgmt

For

For

Sirius Real Estate Ltd.

Meeting Date: 12/05/2018 Country: Guernsey

Meeting Type: Special

Primary Security ID: G8187C104

Ticker: SRE

Primary ISIN: GG00B1W3VF54

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Approve Remuneration Policy Mgmt For Against

Blended Rationale: A vote against has been applied due to the leaver provisions in the policy.

2 Approve Long Term Incentive Plan

Mgmt

For

For

Baillie Gifford Japan Trust Plc

Meeting Date: 12/06/2018 Country: United Kingdom

Meeting Type: Annual

Primary Security ID: G50708125

Ticker: BGFD

Primary ISIN: GB0000485838

Page 5: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

Baillie Gifford Japan Trust Plc

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory

Reports

Mgmt For For

2 Approve Remuneration Report Mgmt For For

3 Approve Final Dividend

Mgmt

For

For

4 Re-elect Nick Bannerman as Director

Mgmt

For

Against

Blended Rationale: A vote against is applied because of a lack of progress on gender diversity on the board. LGIM expects

boards to have at least 30% female representation on the board by 2020.

5 Re-elect Keith Falconer as Director Mgmt For For

6 Re-elect David Kidd as Director

Mgmt

For

For

7 Re-elect Martin Paling as Director

Mgmt

For

Against

Blended Rationale: A vote against is applied because the director is not independent and sits on a Board Committee that should

be comprised solely of independent directors.A vote against is applied on the election of the Senior Independent Director due

to concerns regarding their independence.

8 Elect Joanna Pitman as Director Mgmt For For

9 Reappoint KPMG LLP as Auditors Mgmt For For

10 Authorise Board to Fix Remuneration of

Auditors

Mgmt For For

11 Approve Continuation of Company as

Investment Trust

Mgmt For For

12 Authorise Issue of Equity with Pre-emptive

Rights

Mgmt For For

13 Authorise Issue of Equity without Pre-emptive

Rights

Mgmt For For

14 Authorise Market Purchase of Ordinary Shares Mgmt For For

15 Approve Increase in the Aggregate Limit of

Fees Paid to Directors

Mgmt For For

BlackRock Greater Europe Investment Trust Plc

Meeting Date: 12/06/2018 Country: United Kingdom

Meeting Type: Annual

Primary Security ID: G1314A109

Ticker: BRGE

Primary ISIN: GB00B01RDH75

Page 6: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

BlackRock Greater Europe Investment Trust Plc

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory

Reports

Mgmt For For

2 Approve Remuneration Report Mgmt For For

3 Approve Final Dividend

Mgmt

For

For

4 Re-elect Peter Baxter as Director

Mgmt

For

For

5 Re-elect Davina Curling as Director

Mgmt

For

For

6 Re-elect Eric Sanderson as Director

Mgmt

For

For

7 Re-elect Paola Subacchi as Director

Mgmt

For

For

8 Reappoint Ernst & Young LLP as Auditors

Mgmt

For

For

9 Authorise the Audit and Management

Engagement Committee to Fix Remuneration

of Auditors

10 Authorise Issue of Equity with Pre-emptive

Rights

11 Authorise Issue of Equity without Pre-emptive

Rights

12 Authorise Market Purchase of Ordinary Shares

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

For

For

For

For

For

13 Authorise Market Purchase of Share in Issue

as at 31 May 2019 by Means of Tender Offer

14 Authorise Market Purchase of Share in Issue

as at 30 November 2019 by Means of Tender

Offer

Mgmt

Mgmt

For

For

For

For

MJ Gleeson Plc

Meeting Date: 12/06/2018 Country: United Kingdom

Meeting Type: Annual

Primary Security ID: G3926R108

Ticker: GLE

Primary ISIN: GB00BRKD9Z53

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory

Reports

Mgmt For For

2 Approve Final Dividend Mgmt For For

3 Re-elect Stefan Allanson as Director Mgmt For For

Page 7: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

MJ Gleeson Plc

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

4 Re-elect Dermot Gleeson as Director Mgmt For Against

Blended Rationale: A vote against is applied to the re-election of a non-independent chair due to concerns regarding the lack of

independence on the board.

5 Re-elect Jolyon Harrison as Director Mgmt For For

6 Re-elect James Ancell as Director

Mgmt

For

Against

Blended Rationale: A vote against is applied because LGIM has had concerns with the remuneration policy for more than a

year.A vote against is applied because the director is not independent and sits on a Board Committee that should be comprised

solely of independent directors.A vote against is applied to the (re-)election of a non-independent director due to lack of

independence on the board.

7 Re-elect Christopher Mills as Director Mgmt For Against

Blended Rationale: A vote against is applied to the (re-)election of a non-independent director due to lack of independence on

the board.A vote against is applied because we have concerns regarding the time commitment required to manage all board

positions and how this may impact their ability to remain informed and contribute to board discussions.

8 Re-elect Colin Dearlove as Director Mgmt For Against

Blended Rationale: A vote against is applied on the election of the Senior Independent Director due to concerns regarding their

independence.A vote against is applied because the director is not independent and sits on a Board Committee that should be

comprised solely of independent directors.A vote against is applied to the (re-)election of a non-independent director due to

lack of independence on the board.

9 Reappoint PricewaterhouseCoopers LLP as

Auditors

Mgmt For For

10 Authorise Board to Fix Remuneration of

Auditors

Mgmt For For

11 Approve Remuneration Report Mgmt For Against

Blended Rationale: A vote against is applied due to a lack of disclosure relating to performance conditions.A vote against is

applied because the company’s remuneration report received a high vote against, and the Board has not set out how they will

address shareholder concerns.

12 Authorise Issue of Equity with Pre-emptive Mgmt

Rights

For For

13 Authorise Issue of Equity without Pre-emptive Mgmt

Rights

For For

14 Authorise Issue of Equity without Pre-emptive Mgmt

Rights in Connection with an Acquisition or

Other Capital Investment

For For

15 Authorise Market Purchase of Ordinary Shares Mgmt For For

16 Authorise the Company to Call General Mgmt

Meeting with Two Weeks' Notice

For

For

Softcat Plc

Meeting Date: 12/06/2018 Country: United Kingdom

Primary Security ID: G8251T108

Meeting Type: Annual Ticker: SCT

Primary ISIN: GB00BYZDVK82

Page 8: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

Softcat Plc

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory

Reports

Mgmt For For

2 Approve Remuneration Report Mgmt For Against

Blended Rationale: A vote against is applied due to significant salary increase for the executive.

3 Approve Final Dividend Mgmt For For

4 Approve Special Dividend Mgmt For For

5 Elect Graeme Watt as Director Mgmt For For

6 Re-elect Martin Hellawell as Director Mgmt For Against

Blended Rationale: A vote against is applied because of a lack of progress on gender diversity on the board. LGIM expects

boards to have at least 30% female representation on the board by 2020.A vote against is applied as the Chair was formally a

CEO of the company.

7 Re-elect Graham Charlton as Director Mgmt For For

8 Re-elect Lee Ginsberg as Director Mgmt For For

9 Re-elect Vin Murria as Director Mgmt For For

10 Re-elect Peter Ventress as Director Mgmt For For

11 Reappoint Ernst & Young LLP as Auditors Mgmt For For

12 Authorise Board to Fix Remuneration of

Auditors

Mgmt For For

13 Authorise EU Political Donations and

Expenditure

Mgmt For For

14 Authorise Issue of Equity with Pre-emptive

Rights

Mgmt For For

15 Authorise Issue of Equity without Pre-emptive

Rights

Mgmt For For

16 Authorise Issue of Equity without Pre-emptive

Rights in Connection with an Acquisition or

Other Capital Investment

Mgmt For For

17 Authorise the Company to Call General

Meeting with Two Weeks' Notice

Mgmt For For

Associated British Foods Plc

Meeting Date: 12/07/2018 Country: United Kingdom

Meeting Type: Annual

Primary Security ID: G05600138

Ticker: ABF

Primary ISIN: GB0006731235

Page 9: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

Associated British Foods Plc

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

1

Accept Financial Statements and Statutory

Reports

Mgmt

For

For

2 Approve Remuneration Report Mgmt For For

3 Approve Final Dividend Mgmt For For

4 Re-elect Emma Adamo as Director Mgmt For For

5 Elect Graham Allan as Director Mgmt For For

6 Re-elect John Bason as Director Mgmt For For

7 Re-elect Ruth Cairnie as Director Mgmt For For

8 Re-elect Wolfhart Hauser as Director Mgmt For For

9 Re-elect Michael McLintock as Director Mgmt For For

10 Re-elect Richard Reid as Director Mgmt For For

11 Re-elect George Weston as Director Mgmt For For

12 Reappoint Ernst & Young LLP as Auditors Mgmt For For

13 Authorise the Audit Committee to Fix

Remuneration of Auditors

Mgmt For For

14 Authorise EU Political Donations and

Expenditure

Mgmt For For

15 Authorise Issue of Equity with Pre-emptive

Rights

Mgmt For For

16 Authorise Issue of Equity without Pre-emptive

Rights

Mgmt For For

17 Authorise the Company to Call General

Meeting with Two Weeks' Notice

Mgmt For For

Baillie Gifford Shin Nippon Plc

Meeting Date: 12/07/2018 Country: United Kingdom

Meeting Type: Special

Primary Security ID: G81067152

Ticker: BGS

Primary ISIN: GB00BFXYH242

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Authorise Issue of Equity without Pre-emptive

Rights

Mgmt For For

Page 10: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

Henderson International Income Trust Plc

Meeting Date: 12/07/2018 Country: United Kingdom

Meeting Type: Annual

Primary Security ID: G44792110

Ticker: HINT

Primary ISIN: GB00B3PHCS86

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

1

Accept Financial Statements and Statutory

Reports

Mgmt

For

For

2 Approve Remuneration Report Mgmt For For

3 Re-elect Simon Jeffreys as Director Mgmt For For

4 Re-elect Bill Eason as Director Mgmt For For

5 Re-elect Richard Hills as Director Mgmt For For

6 Re-elect Aidan Lisser as Director Mgmt For For

7 Re-elect Kasia Robinski as Director Mgmt For For

8 Reappoint Grant Thornton UK LLP as Auditors Mgmt For For

9 Authorise Board to Fix Remuneration of

Auditors

Mgmt For For

10 Approve the Company's Dividend Policy Mgmt For For

11 Authorise Issue of Equity with Pre-emptive

Rights

Mgmt For For

12 Authorise Issue of Equity without Pre-emptive

Rights

Mgmt For For

13 Authorise Market Purchase of Ordinary Shares Mgmt For For

14 Authorise the Company to Call General

Meeting with Two Weeks' Notice

Mgmt For For

Vinacapital Vietnam Opportunity Fund Ltd. (United Kingdom)

Meeting Date: 12/10/2018 Country: Guernsey

Meeting Type: Annual

Primary Security ID: G9361B102

Ticker: VOF

Primary ISIN: GG00BYXVT888

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory

Reports

Mgmt For For

2 Approve Remuneration Report Mgmt For For

Page 11: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

Vinacapital Vietnam Opportunity Fund Ltd. (United Kingdom)

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

3 Ratify PricewaterhouseCoopers CI LLP as

Auditors

4 Authorise Board to Fix Remuneration of

Auditors

5 Re-elect Steven Bates as Director

Mgmt

Mgmt

Mgmt

For

For

For

For

For

Against

Blended Rationale: A vote against is applied because we have concerns regarding the time commintment required to manage

all board positions and how this may impact their ability to remain informed and contribute to board discussions

6 Re-elect Thuy Dam as Director Mgmt For For

7 Re-elect Huw Evans as Director

Mgmt

For

For

8 Elect Julian Healy as Director

Mgmt

For

For

9 Approve Dividend Policy

Mgmt

For

For

10 Authorise Market Purchase of Ordinary Shares

Mgmt

For

For

11 Authorise Issue of Equity with Pre-emptive

Rights

12 Authorise Issue of Equity without Pre-emptive

Rights

13 Approve Increase in the Aggregate Amount of

Fees Payable to Directors

14 Approve that the Company Ceases to

Continue as Currently Constituted

Mgmt

Mgmt

Mgmt

Mgmt

For

For

For

Against

For

For

For

Against

Bellway Plc

Meeting Date: 12/12/2018 Country: United Kingdom

Meeting Type: Annual

Primary Security ID: G09744155

Ticker: BWY

Primary ISIN: GB0000904986

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

1

Accept Financial Statements and Statutory

Reports

Mgmt

For

For

2 Approve Remuneration Report Mgmt For For

3 Approve Final Dividend Mgmt For For

4 Re-elect Jason Honeyman as Director Mgmt For For

5 Re-elect Keith Adey as Director Mgmt For For

6 Re-elect Paul Hampden Smith as Director Mgmt For For

7 Re-elect Denise Jagger as Director Mgmt For For

Page 12: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

Bellway Plc

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

8

Re-elect Jill Caseberry as Director

Mgmt

For

For

9 Elect Ian McHoul as Director Mgmt For For

10 Reappoint KPMG LLP as Auditors Mgmt For Against

Blended Rationale: A vote against is applied as LGIM expects the role of the external auditor to be put to tender on a regular

basis.

11 Authorise the Audit Committee to Fix

Remuneration of Auditors

Mgmt For For

12 Authorise Issue of Equity with Pre-emptive

Rights

Mgmt For For

13 Authorise Issue of Equity without Pre-emptive

Rights

Mgmt For For

14 Authorise Issue of Equity without Pre-emptive

Rights in Connection with an Acquisition or

Other Capital Investment

Mgmt For For

15 Authorise Market Purchase of Ordinary Shares Mgmt For For

16 Authorise the Company to Call General

Meeting with Two Weeks' Notice

Mgmt For For

Fidelity Special Values Plc

Meeting Date: 12/12/2018 Country: United Kingdom

Meeting Type: Annual

Primary Security ID: G3410D136

Ticker: FSV

Primary ISIN: GB00BWXC7Y93

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

1

Accept Financial Statements and Statutory

Reports

Mgmt

For

For

2 Approve Final Dividend Mgmt For For

3 Re-elect Andy Irvine as Director Mgmt For For

4 Re-elect Sharon Brown as Director Mgmt For For

5 Re-elect Dean Buckley as Director Mgmt For For

6 Re-elect Nigel Foster as Director Mgmt For For

7 Re-elect Nicky McCabe as Director Mgmt For For

8 Approve Remuneration Report Mgmt For For

9 Reappoint Ernst & Young LLP as Auditors Mgmt For For

Page 13: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

Fidelity Special Values Plc

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

10

Authorise Board to Fix Remuneration of

Auditors

Mgmt

For

For

11 Authorise Issue of Equity with Pre-emptive

Rights

Mgmt For For

12 Authorise Issue of Equity without Pre-emptive

Rights

Mgmt For For

13 Authorise Market Purchase of Ordinary Shares Mgmt For For

International Biotechnology Trust Plc

Meeting Date: 12/12/2018 Country: United Kingdom

Meeting Type: Annual

Primary Security ID: G4809R108

Ticker: IBT

Primary ISIN: GB0004559349

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

1

Accept Financial Statements and Statutory

Reports

Mgmt

For

For

2 Approve Remuneration Report Mgmt For For

3 Approve Dividend Policy Mgmt For For

4 Re-elect John Aston as Director Mgmt For For

5 Re-elect Dr Veronique Bouchet as Director Mgmt For For

6 Re-elect Caroline Gulliver as Director Mgmt For For

7 Re-elect Jim Horsburgh as Director Mgmt For For

8 Reappoint PricewaterhouseCoopers LLP as

Auditors

Mgmt For For

9 Authorise Board to Fix Remuneration of

Auditors

Mgmt For For

10 Authorise Issue of Equity with Pre-emptive

Rights

Mgmt For For

11 Authorise Issue of Equity without Pre-emptive

Rights

Mgmt For For

12 Authorise Market Purchase of Ordinary Shares Mgmt For For

13 Authorise the Company to Call General

Meeting with Two Weeks' Notice

Mgmt For For

Page 14: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

Volution Group Plc

Meeting Date: 12/12/2018 Country: United Kingdom

Meeting Type: Annual

Primary Security ID: G93824103

Ticker: FAN

Primary ISIN: GB00BN3ZZ526

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

1

Accept Financial Statements and Statutory

Reports

Mgmt

For

For

2 Approve Remuneration Report Mgmt For For

3 Approve Final Dividend Mgmt For For

4 Re-elect Peter Hill as Director Mgmt For For

5 Re-elect Ian Dew as Director Mgmt For For

6 Re-elect Ronnie George as Director Mgmt For For

7 Re-elect Paul Hollingworth as Director Mgmt For For

8 Re-elect Tony Reading as Director Mgmt For For

9 Re-elect Claire Tiney as Director Mgmt For For

10 Elect Amanda Mellor as Director Mgmt For For

11 Reappoint Ernst & Young LLP as Auditors Mgmt For For

12 Authorise the Audit Committee to Fix

Remuneration of Auditors

Mgmt For For

13 Authorise EU Political Donations and

Expenditure

Mgmt For For

14 Authorise Issue of Equity with Pre-emptive

Rights

Mgmt For For

15 Authorise Issue of Equity without Pre-emptive

Rights

Mgmt For For

16 Authorise Market Purchase of Ordinary Shares Mgmt For For

17 Authorise the Company to Call General

Meeting with Two Weeks' Notice

Mgmt For For

Fidelity Asian Values Plc

Meeting Date: 12/13/2018 Country: United Kingdom

Meeting Type: Annual

Primary Security ID: G3398P119

Ticker: FAS

Primary ISIN: GB0003322319

Page 15: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

Fidelity Asian Values Plc

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

1

Accept Financial Statements and Statutory

Reports

Mgmt

For

For

2 Approve Final Dividend Mgmt For For

3 Re-elect Kate Bolsover as Director Mgmt For For

4 Re-elect Timothy Scholefield as Director Mgmt For For

5 Re-elect Philip Smiley as Director Mgmt For For

6 Re-elect Grahame Stott as Director Mgmt For For

7 Re-elect Michael Warren as Director Mgmt For For

8 Approve Remuneration Report Mgmt For For

9 Reappoint Ernst & Young LLP as Auditors Mgmt For For

10 Authorise Board to Fix Remuneration of

Auditors

Mgmt For For

11 Authorise Issue of Equity with Pre-emptive

Rights

Mgmt For For

12 Authorise Issue of Equity without Pre-emptive

Rights

Mgmt For For

13 Authorise Market Purchase of Ordinary Shares Mgmt For For

14 Authorise Market Purchase of Issued

Subscription Shares

Mgmt For For

Henderson Far East Income Ltd.

Meeting Date: 12/13/2018 Country: Jersey

Meeting Type: Annual

Primary Security ID: G44717109

Ticker: HFEL

Primary ISIN: JE00B1GXH751

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory

Reports

Mgmt For For

2 Approve Remuneration Report Mgmt For For

3 Re-elect John Russell as Director Mgmt For Against

Blended Rationale: A vote against is applied because the director is not independent and sits on a Board Committee that should

be comprised solely of independent directors.

Page 16: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

Henderson Far East Income Ltd.

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

4

Re-elect Julia Chapman as Director

Mgmt

For

For

5 Re-elect Nicholas George as Director Mgmt For For

6 Re-elect David Mashiter as Director Mgmt For Against

Blended Rationale: A vote against is applied because the director is not independent and sits on a Board Committee that should

be comprised solely of independent directors.

7 Elect Tim Clissold as Director Mgmt For For

8 Ratify KPMG Channel Islands Limited as

Auditors

Mgmt For For

9 Authorise Board to Fix Remuneration of

Auditors

Mgmt For For

10 Authorise Market Purchase of Ordinary Shares Mgmt For For

11 Authorise the Company to Hold Shares It

Repurchases as Treasury Shares

Mgmt For For

12 Authorise Issue of Equity without Pre-emptive

Rights

Mgmt For For

13 Approve Dividend Policy Mgmt For For

JPMorgan Japanese Investment Trust Plc

Meeting Date: 12/13/2018 Country: United Kingdom

Meeting Type: Annual

Primary Security ID: G5209J109

Ticker: JFJ

Primary ISIN: GB0001740025

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

1

Accept Financial Statements and Statutory

Reports

Mgmt

For

For

2 Approve Remuneration Policy Mgmt For For

3 Approve Remuneration Report Mgmt For For

4 Approve Final Dividend Mgmt For For

5 Re-elect Stephen Cohen as Director Mgmt For For

6 Re-elect Sir Stephen Gomersall as Director Mgmt For For

7 Re-elect George Olcott as Director Mgmt For For

Page 17: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

JPMorgan Japanese Investment Trust Plc

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

8 Re-elect Christopher Samuel as Director Mgmt For Against

Blended Rationale: A vote against is applied because of a lack of progress on gender diversity on the board. LGIM expects

boards to have at least 30% female representation on the board by 2020.A vote against is applied because we have concerns

regarding the time commintment required to manage all board positions and how this may impact their ability to remain

informed and contribute to board discussions

9 Reappoint PricewaterhouseCoopers LLP as Mgmt

Auditors

For For

10 Authorise Board to Fix Remuneration of Mgmt

Auditors

For

For

11 Authorise Issue of Equity with Pre-emptive Mgmt

Rights

For

For

12 Authorise Issue of Equity without Pre-emptive Mgmt

Rights

For

For

13 Authorise Market Purchase of Ordinary Shares Mgmt For

For

Nanoco Group Plc

Meeting Date: 12/13/2018 Country: United Kingdom

Primary Security ID: G6390M109

Meeting Type: Annual Ticker: NANO

Primary ISIN: GB00B01JLR99

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

1

Accept Financial Statements and Statutory

Reports

Mgmt

For

For

2 Reappoint Ernst & Young LLP as Auditors Mgmt For For

3 Authorise Board to Fix Remuneration of

Auditors

Mgmt For For

4 Elect Brian Tenner as Director Mgmt For For

5 Re-elect Dr Christopher Richards as Director Mgmt For For

6 Re-elect Dr Michael Edelman as Director Mgmt For For

7 Re-elect Dr Nigel Pickett as Director Mgmt For For

8 Re-elect Dr Alison Fielding as Director Mgmt For For

9 Re-elect Brendan Cummins as Director Mgmt For For

10 Approve Remuneration Report Mgmt For Against

Blended Rationale: A vote against is applied due to significant salary increase for the executive.A vote against is applied due to

the awards for the departing director was not subject to time pro-rating.A vote against is applied because of the recruitment

award made which is not in line with LGIM’s executive remuneration policy.

Page 18: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

Nanoco Group Plc

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

11 Approve Remuneration Policy Mgmt For Against

Blended Rationale: A vote against is applied due to potential salary increases.

12 Authorise EU Political Donations and

Expenditure

Mgmt For For

13 Authorise Issue of Equity with Pre-emptive

Rights

Mgmt For For

14 Authorise Issue of Equity without Pre-emptive

Rights

Mgmt For For

15 Authorise Issue of Equity without Pre-emptive

Rights in Connection with an Acquisition or

Other Capital Investment

Mgmt For For

16 Authorise Market Purchase of Ordinary Shares Mgmt For For

17 Authorise the Company to Call General

Meeting with Two Weeks' Notice

Mgmt For For

CQS New City High Yield Fund Ltd.

Meeting Date: 12/14/2018 Country: Jersey

Meeting Type: Annual

Primary Security ID: G6481K103

Ticker: NCYF

Primary ISIN: JE00B1LZS514

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

1

Accept Financial Statements and Statutory

Reports

Mgmt

For

For

2 Approve Remuneration Policy Mgmt For For

3 Approve Remuneration Report Mgmt For For

4 Approve Dividend Policy Mgmt For For

5 Elect Caroline Hitch as Director Mgmt For For

6 Re-elect Duncan Baxter as Director Mgmt For For

7 Ratify KPMG LLP as Auditors and Authorise

Their Remuneration

Mgmt For For

8 Approve Continuation of Company as an

Investment Fund

Mgmt For For

9 Authorise Issue of Equity without Pre-emptive

Rights

Mgmt For For

10 Authorise Market Purchase of Ordinary Shares Mgmt For For

Page 19: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

Edinburgh Dragon Trust Plc

Meeting Date: 12/17/2018 Country: United Kingdom

Meeting Type: Annual

Primary Security ID: G29400143

Ticker: EFM

Primary ISIN: GB0002945029

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory

Reports

Mgmt For For

2 Approve Remuneration Report Mgmt For For

3 Approve Final Dividend Mgmt For For

4 Re-elect Allan McKenzie as Director

Mgmt

For

Against

Blended Rationale: A vote against is applied because of a lack of progress on gender diversity on the board. LGIM expects

boards to have at least 30% female representation on the board by 2020.A vote against is applied because the director is not

independent and sits on a Board Committee that should be comprised solely of independent directors.

5 Re-elect Kathryn Langridge as Director Mgmt For For

6 Re-elect Peter Maynard as Director

Mgmt

For

For

7 Re-elect Iain McLaren as Director

Mgmt

For

Against

Blended Rationale: A vote against is applied because we have concerns regarding the time commitment required to manage all

board positions and how this may impact their ability to remain informed and contribute to board discussions.

8 Re-elect Charlie Ricketts as Director Mgmt For For

9 Elect James Will as Director Mgmt For For

10 Reappoint KPMG LLP as Auditors Mgmt For For

11 Authorise Board to Fix Remuneration of

Auditors

Mgmt For For

12 Approve Continuation of Company as

Investment Trust

Mgmt For For

13 Authorise Issue of Equity with Pre-emptive

Rights

Mgmt For For

14 Authorise Issue of Equity without Pre-emptive

Rights

Mgmt For For

15 Authorise Market Purchase of Ordinary Shares Mgmt For For

16 Authorise the Company to Call General

Meeting with Two Weeks' Notice

Mgmt For For

Schroder Income Growth Fund Plc

Meeting Date: 12/18/2018 Country: United Kingdom

Meeting Type: Annual

Primary Security ID: G7855J102

Ticker: SCF

Primary ISIN: GB0007915860

Page 20: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

Schroder Income Growth Fund Plc

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory

Reports

Mgmt For For

2 Approve Remuneration Report Mgmt For For

3 Re-elect Ian Barby as Director Mgmt For Against

Blended Rationale: A vote against is applied because the director is not independent and sits on a Board Committee that should

be comprised solely of independent directors.

4 Re-elect Cameron Watt as Director Mgmt For For

5 Re-elect David Causer as Director

Mgmt

For

Against

Blended Rationale: A vote against is applied because the director is not independent and sits on a Board Committee that should

be comprised solely of independent directors.

6 Re-elect Bridget Guerin as Director Mgmt For For

7 Reappoint Deloitte LLP as Auditors Mgmt For For

8 Authorise Board to Fix Remuneration of

Auditors

Mgmt For For

9 Authorise Issue of Equity with Pre-emptive

Rights

Mgmt For For

10 Authorise Issue of Equity without Pre-emptive

Rights

Mgmt For For

11 Authorise Market Purchase of Ordinary Shares Mgmt For For

Scottish Oriental Smaller Cos. Trust Plc

Meeting Date: 12/18/2018 Country: United Kingdom

Meeting Type: Annual

Primary Security ID: G7930X100

Ticker: SST

Primary ISIN: GB0007836132

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory

Reports

Mgmt For For

2 Approve Final Dividend Mgmt For For

3 Re-elect James Ferguson as Director Mgmt For Against

Blended Rationale: A vote against is applied because the director is not independent and sits on a Board Committee that should

be comprised solely of independent directors.A vote against is applied because the Chair of the board is also the Chair of the

Remuneration Committee.A vote against is applied because we have concerns regarding the time commintment required to

manage all board positions and how this may impact their ability to remain informed and contribute to board discussions

Page 21: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

Scottish Oriental Smaller Cos. Trust Plc

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

4 Re-elect Alexandra Mackesy as Director Mgmt For Against

Blended Rationale: A vote against is applied because the director is not independent and sits on a Board Committee that should

be comprised solely of independent directors.A vote against is applied on the election of the Senior Independent Director due

to concerns regarding their independence.

5 Reappoint Ernst & Young LLP as Auditors and

Authorise Their Remuneration

Mgmt For For

6 Approve Remuneration Report Mgmt For For

7 Adopt the Investment Policy Mgmt For For

8 Authorise Issue of Equity with Pre-emptive

Rights

Mgmt For For

9 Authorise Issue of Equity without Pre-emptive

Rights

Mgmt For For

10 Authorise Market Purchase of Ordinary Shares Mgmt For For

11 Authorise the Company to Call General

Meeting with Two Weeks' Notice

Mgmt For For

British Empire Trust Plc

Meeting Date: 12/19/2018 Country: United Kingdom

Meeting Type: Annual

Primary Security ID: G15316105

Ticker: BTEM

Primary ISIN: GB0001335081

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

1

Accept Financial Statements and Statutory

Reports

Mgmt

For

For

2 Approve Final Dividend Mgmt For For

3 Elect Anja Balfour as Director Mgmt For For

4 Re-elect Susan Noble as Director Mgmt For For

5 Re-elect Nigel Rich as Director Mgmt For For

6 Re-elect Calum Thomson as Director Mgmt For For

7 Reappoint KPMG LLP as Auditors Mgmt For For

8 Authorise the Audit Committee to Fix

Remuneration of Auditors

Mgmt For For

9 Approve Remuneration Implementation

Report

Mgmt For For

10 Authorise Issue of Equity with Pre-emptive

Rights

Mgmt For For

Page 22: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

British Empire Trust Plc

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

11 Authorise Issue of Equity without Pre-emptive

Rights

12 Authorise Market Purchase of Ordinary Shares

Mgmt

Mgmt

For

For

For

For

13 Authorise the Company to Call General

Meeting with Two Weeks' Notice

Mgmt

For

For

NB Global Floating Rate Income Fund Ltd.

Meeting Date: 12/20/2018 Country: Guernsey

Meeting Type: Special

Primary Security ID: G64294104

Ticker: NBLS

Primary ISIN: GG00B3KX4Q34

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Authorise Market Purchase of Shares Mgmt For For

Schroder Oriental Income Fund Ltd.

Meeting Date: 12/20/2018 Country: Guernsey

Meeting Type: Annual

Primary Security ID: G7883J108

Ticker: SOI

Primary ISIN: GB00B0CRWN59

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory

Reports

Mgmt For For

2 Approve Remuneration Report Mgmt For For

3 Elect Alexa Coates as Director Mgmt For For

4 Re-elect Paul Meader as Director

Mgmt

For

Against

Blended Rationale: A vote against is applied because we have concerns regarding the time commitment required to manage all

board positions and how this may impact their ability to remain informed and contribute to board discussions.

5 Re-elect Peter Rigg as Director Mgmt For Against

Blended Rationale: A vote against is applied because the director is not independent and sits on a Board Committee that should

be comprised solely of independent directors.

6 Ratify PricewaterhouseCoopers CI LLP as

Auditors

Mgmt For For

Page 23: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

Schroder Oriental Income Fund Ltd.

Proposal Vote

Number Proposal Text Proponent Mgmt Rec Instruction

7 Authorise Board to Fix Remuneration of

Auditors

8 Authorise Market Purchase of Ordinary Shares

Mgmt

Mgmt

For

For

For

For

9 Authorise Issue of Equity without Pre-emptive

Rights

Mgmt

For

For

Drax Group Plc

Meeting Date: 12/21/2018 Country: United Kingdom

Meeting Type: Special

Primary Security ID: G2904K127

Ticker: DRX

Primary ISIN: GB00B1VNSX38

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Approve Acquisition of the Entire Issued

Share Capital of ScottishPower Generation

Limited

Mgmt For For

Phoenix Spree Deutschland Ltd.

Meeting Date: 12/21/2018 Country: Jersey

Meeting Type: Special

Primary Security ID: G7S95TAA8

Ticker: PSDL

Primary ISIN: JE00B248KJ21

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Approve New Property Advisory and Investor

Relations Agreement

Mgmt For For

SOCO International Plc

Meeting Date: 12/21/2018 Country: United Kingdom

Meeting Type: Special

Primary Security ID: G8248C127

Ticker: SIA

Primary ISIN: GB00B572ZV91

Page 24: Vote Summary Report UK December 2018 - lgim.com · Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018 Shire Plc Proposal Number Proposal Text Proponent Mgmt Rec Vote

Vote Summary Report Date range covered: 12/01/2018 to 12/31/2018

SOCO International Plc

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Approve Acquisition of Merlon Petroleum El

Fayum Company

Mgmt For For

2 Authorise Issue of Equity in Connection with

the Acquisition

Mgmt For For

Taylor Wimpey Plc

Meeting Date: 12/28/2018 Country: United Kingdom

Meeting Type: Special

Primary Security ID: G86954107

Ticker: TW

Primary ISIN: GB0008782301

Proposal

Number

Proposal Text

Proponent

Mgmt Rec

Vote

Instruction

1 Authorise Market Purchase of Ordinary Shares Mgmt For For