N-PX 1 fdeu_npx.htm PROXY VOTING RECORD

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM N-PX

 

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT

INVESTMENT COMPANY

 

Investment Company Act File No. 811-23072

 

 

First Trust Dynamic Europe Equity Income Fund

 

Exact Name of Registrant as Specified in Declaration of Trust

 

 

120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187

 

Address of Principal Executive Offices (Number, Street, City, State, Zip Code)

 

 

W. Scott Jardine

First Trust Portfolios L.P.

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

 

Name and Address (Number, Street, City, State, Zip Code) of Agent for Service

 

 

(630) 765-8000

 

Registrant's Telephone Number, including Area Code

 

 

Date of fiscal year end: December 31

 

 

 

Date of reporting period: July 1, 2022 - June 30, 2023

 

 

 

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, N.E., Washington D.C. 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.

 

 

  

 

Item 1. Proxy Voting Record

  

 

GSK Plc                    
Ticker: GSK                    
Country: United Kingdom                    
Provider Security ID: G3910J112                    
Meeting Type: Special                    
Meeting Date: 06-Jul-22                    
Record Date: 04-Jul-22                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Approve Matters Relating to the Demerger of Haleon Group from the GSK Group   For   For    
Management   2   Approve the Related Party Transaction Arrangements   For   For    
                     
National Grid Plc                    
Ticker:  NG                    
Country: United Kingdom                    
Provider Security ID: G6S9A7120                    
Meeting Type: Annual                    
Meeting Date: 11-Jul-22                    
Record Date: 07-Jul-22                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Final Dividend   For   For    
Management   3   Re-elect Paula Reynolds as Director   For   For    
Management   4   Re-elect John Pettigrew as Director   For   For    
Management   5   Re-elect Andy Agg as Director   For   For    
Management   6   Re-elect Therese Esperdy as Director   For   For    
Management   7   Re-elect Liz Hewitt as Director   For   For    
Management   8   Elect Ian Livingston as Director   For   For    
Management   9   Elect Iain Mackay as Director   For   For    
Management   10   Elect Anne Robinson as Director   For   For    
Management   11   Re-elect Earl Shipp as Director   For   For    
Management   12   Re-elect Jonathan Silver as Director   For   For    
Management   13   Elect Tony Wood as Director   For   For    
Management   14   Elect Martha Wyrsch as Director   For   For    
Management   15   Reappoint Deloitte LLP as Auditors   For   For    
Management   16   Authorise the Audit and Risk Committee to Fix Remuneration of Auditors   For   For    
Management   17   Approve Remuneration Policy   For   For    
Management   18   Approve Remuneration Report   For   For    
Management   19   Approve Climate Transition Plan   For   For    
Management   20   Authorise UK Political Donations and Expenditure   For   For    
Management   21   Authorise Issue of Equity   For   For    
Management   22   Approve Scrip Dividend Scheme   For   For    
Management   23   Authorise Directors to Capitalise the Appropriate Nominal Amounts of New Shares of the Company Allotted Pursuant to the Company's Scrip Dividend Scheme   For   For    
Management   24   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   25   Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment   For   For    
Management   26   Authorise Market Purchase of Ordinary Shares   For   For    
Management   27   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
                     
Burberry Group Plc                    
Ticker: BRBY                    
Country: United Kingdom                    
Provider Security ID: G1700D105                    
Meeting Type: Annual                    
Meeting Date: 12-Jul-22                    
Record Date: 08-Jul-22                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Remuneration Report   For   For    
Management   3   Approve Final Dividend   For   For    
Management   4   Re-elect Gerry Murphy as Director   For   For    
Management   5   Elect Jonathan Akeroyd as Director   For   For    
Management   6   Re-elect Julie Brown as Director   For   For    
Management   7   Re-elect Orna NiChionna as Director   For   For    
Management   8   Re-elect Fabiola Arredondo as Director   For   For    
Management   9   Re-elect Sam Fischer as Director   For   For    
Management   10   Re-elect Ron Frasch as Director   For   For    
Management   11   Elect Danuta Gray as Director   For   For    
Management   12   Re-elect Matthew Key as Director   For   For    
Management   13   Re-elect Debra Lee as Director   For   For    
Management   14   Re-elect Antoine de Saint-Affrique as Director   For   For    
Management   15   Reappoint Ernst & Young LLP as Auditors   For   For    
Management   16   Authorise the Audit Committee to Fix Remuneration of Auditors   For   For    
Management   17   Authorise UK Political Donations and Expenditure   For   For    
Management   18   Authorise Issue of Equity   For   For    
Management   19   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   20   Authorise Market Purchase of Ordinary Shares   For   For    
Management   21   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
                     
The British Land Co. Plc                    
Ticker: BLND                    
Country: United Kingdom                    
Provider Security ID: G15540118                    
Meeting Type: Annual                    
Meeting Date: 12-Jul-22                    
Record Date: 08-Jul-22                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Remuneration Report   For   For    
Management   3   Approve Remuneration Policy   For   For    
Management   4   Approve Final Dividend   For   For    
Management   5   Elect Mark Aedy as Director   For   For    
Management   6   Re-elect Simon Carter as Director   For   For    
Management   7   Re-elect Lynn Gladden as Director   For   For    
Management   8   Re-elect Irvinder Goodhew as Director   For   For    
Management   9   Re-elect Alastair Hughes as Director   For   For    
Management   10   Elect Bhavesh Mistry as Director   For   For    
Management   11   Re-elect Preben Prebensen as Director   For   For    
Management   12   Re-elect Tim Score as Director   For   For    
Management   13   Re-elect Laura Wade-Gery as Director   For   For    
Management   14   Re-elect Loraine Woodhouse as Director   For   For    
Management   15   Reappoint PricewaterhouseCoopers LLP as Auditors   For   For    
Management   16   Authorise the Audit Committee to Fix Remuneration of Auditors   For   For    
Management   17   Authorise UK Political Donations and Expenditure   For   For    
Management   18   Authorise Board to Offer Scrip Dividend   For   For    
Management   19   Approve Renewal of Share Incentive Plan   For   For    
Management   20   Authorise Issue of Equity   For   For    
Management   21   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   22   Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment   For   For    
Management   23   Authorise Market Purchase of Ordinary Shares   For   For    
Management   24   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
                     
SSE Plc                    
Ticker: SSE                    
Country: United Kingdom                    
Provider Security ID: G8842P102                    
Meeting Type: Annual                    
Meeting Date: 21-Jul-22                    
Record Date: 19-Jul-22                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Remuneration Report   For   For    
Management   3   Approve Remuneration Policy   For   For    
Management   4   Amend Performance Share Plan   For   For    
Management   5   Approve Final Dividend   For   For    
Management   6   Re-elect Gregor Alexander as Director   For   For    
Management   7   Elect Dame Elish Angiolini as Director   For   For    
Management   8   Elect John Bason as Director   For   For    
Management   9   Re-elect Dame Sue Bruce as Director   For   For    
Management   10   Re-elect Tony Cocker as Director   For   For    
Management   11   Elect Debbie Crosbie as Director   For   For    
Management   12   Re-elect Peter Lynas as Director   For   For    
Management   13   Re-elect Helen Mahy as Director   For   For    
Management   14   Re-elect Sir John Manzoni as Director   For   For    
Management   15   Re-elect Alistair Phillips-Davies as Director   For   For    
Management   16   Re-elect Martin Pibworth as Director   For   For    
Management   17   Re-elect Melanie Smith as Director   For   For    
Management   18   Re-elect Dame Angela Strank as Director   For   For    
Management   19   Reappoint Ernst & Young LLP as Auditors   For   For    
Management   20   Authorise the Audit Committee to Fix Remuneration of Auditors   For   For    
Management   21   Approve Net Zero Transition Report   For   For    
Management   22   Authorise Issue of Equity   For   For    
Management   23   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   24   Authorise Market Purchase of Ordinary Shares   For   For    
Management   25   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
                     
Vodafone Group Plc                    
Ticker: VOD                    
Country: United Kingdom                    
Provider Security ID: G93882192                    
Meeting Type: Annual                    
Meeting Date: 26-Jul-22                    
Record Date: 22-Jul-22                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Re-elect Jean-Francois van Boxmeer as Director   For   For    
Management   3   Re-elect Nick Read as Director   For   For    
Management   4   Re-elect Margherita Della Valle as Director   For   For    
Management   5   Elect Stephen Carter as Director   For   For    
Management   6   Re-elect Sir Crispin Davis as Director   For   For    
Management   7   Re-elect Michel Demare as Director   For   For    
Management   8   Elect Delphine Ernotte Cunci as Director   For   For    
Management   9   Re-elect Dame Clara Furse as Director   For   For    
Management   10   Re-elect Valerie Gooding as Director   For   For    
Management   11   Elect Deborah Kerr as Director   For   For    
Management   12   Re-elect Maria Amparo Moraleda Martinez as Director   For   For    
Management   13   Re-elect David Nish as Director   For   For    
Management   14   Elect Simon Segars as Director   For   For    
Management   15   Approve Final Dividend   For   For    
Management   16   Approve Remuneration Report   For   For    
Management   17   Reappoint Ernst & Young LLP as Auditors   For   For    
Management   18   Authorise the Audit and Risk Committee to Fix Remuneration of Auditors   For   For    
Management   19   Authorise Issue of Equity   For   For    
Management   20   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   21   Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment   For   For    
Management   22   Authorise Market Purchase of Ordinary Shares   For   For    
Management   23   Authorise UK Political Donations and Expenditure   For   For    
Management   24   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
                     
Prosus NV                    
Ticker: PRX                    
Country: Netherlands                    
Provider Security ID: N7163R103                    
Meeting Type: Annual                    
Meeting Date: 24-Aug-22                    
Record Date: 27-Jul-22                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Receive Report of Management Board (Non-Voting)            
Management   2   Approve Remuneration Report   For   Against   A vote AGAINST this item is warranted because: * The quantum of long-term incentives awarded is high, with a large portion not subject to performance conditions. * The quantum of the overall realized package for FY 2021/2022 is considered excessive (USD 26.8 million) where this is mainly driven by the SAR plan that is not sufficiently transparent and share options which are not tied to performance conditions. * A substantial part of the LTI awards vest before the third anniversary in deviation of best practice recommendations. * Albeit we recognize the company has made a number of efforts to address shareholders concerns as raised at the 2021 AGM, given the level of dissent the changes are not considered to fully address or fully mitigate concerns.
Management   3   Adopt Financial Statements   For   For    
Management   4   Approve Allocation of Income   For   For    
Management   5   Approve Discharge of Executive Directors   For   For    
Management   6   Approve Discharge of Non-Executive Directors   For   For    
Management   7   Approve Remuneration Policy for Executive and Non-Executive Directors   For   Against   A vote AGAINST this item is warranted: * The remuneration policy includes the possibility of discretionary adjustments to the STI award mainly subject to a reduction of the valuation discount but without clear information on the performance hurdles and how performance will be assessed; * The remuneration policy includes a significant proportion of long-term incentives that are not performance-related; * A substantial portion of the LTI vests before the third anniversary and start vesting after the first anniversary of the grant;
Management   8   Elect Sharmistha Dubey as Non-Executive Director   For   For    
Management   9.1   Reelect JP Bekker as Non-Executive Director   For   For    
Management   9.2   Reelect D Meyer as Non-Executive Director   For   For    
Management   9.3   Reelect SJZ Pacak as Non-Executive Director   For   For    
Management   9.4   Reelect JDT Stofberg as Non-Executive Director   For   For    
Management   10   Ratify Deloitte Accountants B.V. as Auditors   For   For    
Management   11   Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital and Restrict/Exclude Preemptive Rights   For   For    
Management   12   Authorize Repurchase of Shares   For   For   Vote FOR as the share buyback in this instance is value accretive for shareholders.
Management   13   Approve Reduction in Share Capital Through Cancellation of Shares   For   For    
Management   14   Discuss Voting Results            
Management   15   Close Meeting            
                     
Compagnie Financiere Richemont SA                    
Ticker: CFR                    
Country: Switzerland                    
Provider Security ID: H25662182                    
Meeting Type: Annual                    
Meeting Date: 07-Sep-22                    
Record Date:                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Allocation of Income and Ordinary Dividends of CHF 2.25 per Registered A Share and CHF 0.225 per Registered B Share and a Special Dividend of CHF 1.00 per Registered A Share and CHF 0.10 per Registered B Share   For   For    
Management   3   Approve Discharge of Board and Senior Management   For   For    
Shareholder   4.1   Elect Francesco Trapani as Representative of Category A Registered Shares   Against   For   Vote FOR as in our view there is a need for better representation of publicly traded shareholders on board. Furthermore, the addition of Trapani as the A shareholder representative would add significant relevant experience and better reassurance to public investors.
Management   4.2   Elect Wendy Luhabe as Representative of Category A Registered Shares   For   Against   Vote AGAINST as we are supporting the election of Francesco Trapani as Representative of Category A Registered Shares.
Management   5.1   Reelect Johann Rupert as Director and Board Chair   For   For    
Management   5.2   Reelect Josua Malherbe as Director   For   Against    
Management   5.3   Reelect Nikesh Arora as Director   For   For    
Management   5.4   Reelect Clay Brendish as Director   For   For    
Management   5.5   Reelect Jean-Blaise Eckert as Director   For   Against    
Management   5.6   Reelect Burkhart Grund as Director   For   For    
Management   5.7   Reelect Keyu Jin as Director   For   For    
Management   5.8   Reelect Jerome Lambert as Director   For   For    
Management   5.9   Reelect Wendy Luhabe as Director   For   Against   Vote AGAINST as opposing the nomination of this director will enable Francesco Trapani to be designated as the representative of category A registered shares.
Management   5.10   Reelect Jeff Moss as Director   For   For    
Management   5.11   Reelect Vesna Nevistic as Director   For   For    
Management   5.12   Reelect Guillaume Pictet as Director   For   Against    
Management   5.13   Reelect Maria Ramos as Director   For   For    
Management   5.14   Reelect Anton Rupert as Director   For   For    
Management   5.15   Reelect Patrick Thomas as Director   For   For    
Management   5.16   Reelect Jasmine Whitbread as Director   For   For    
Shareholder   5.17   Elect Francesco Trapani as Director   Against   For   Vote FOR as in our view there is a need for better representation of publicly traded shareholders on board. Furthermore, the addition of Trapani to the board would add significant relevant experience and better reassurance to public investors.
Management   6.1   Reappoint Clay Brendish as Member of the Compensation Committee   For   For    
Management   6.2   Reappoint Keyu Jin as Member of the Compensation Committee   For   For    
Management   6.3   Reappoint Guillaume Pictet as Member of the Compensation Committee   For   Against    
Management   6.4   Reappoint Maria Ramos as Member of the Compensation Committee   For   For    
Management   7   Ratify PricewaterhouseCoopers SA as Auditors   For   For    
Management   8   Designate Etude Gampert Demierre Moreno as Independent Proxy   For   For    
Management   9.1   Approve Remuneration of Directors in the Amount of CHF 7.7 Million   For   For    
Management   9.2   Approve Fixed Remuneration of Executive Committee in the Amount of CHF 5.4 Million   For   For    
Management   9.3   Approve Variable Remuneration of Executive Committee in the Amount of CHF 27.7 Million   For   For   Vote FOR as the company has grown strongly, keeping up with best in class peers. The remuneration committee and executive staff have shown a willingness to reduce their pay during tough periods. Although more disclosure on the breakdown and KPIs for remuneration would be helpful, it is important to remain competitive on pay to retain key executive staff and the pay increase is warranted given the positive financial performance over the past year.
Shareholder   10   Approve Increase in Size of Board to Six Members   Against   For    
Shareholder   11   Amend Articles Re: Representatives of Holders of Category A and B Registered Shares   Against   For   Votes FOR these proposals are warranted due to the compelling rationale provided.
Management   12   Transact Other Business (Voting)   For   Against    
                     
Babcock International Group Plc                    
Ticker: BAB                    
Country: United Kingdom                    
Provider Security ID: G0689Q152                    
Meeting Type: Annual                    
Meeting Date: 26-Sep-22                    
Record Date: 22-Sep-22                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Remuneration Report   For   For    
Management   3   Re-elect Ruth Cairnie as Director   For   For    
Management   4   Re-elect Carl-Peter Forster as Director   For   For    
Management   5   Re-elect Lucy Dimes as Director   For   For    
Management   6   Re-elect Lord Parker of Minsmere as Director   For   For    
Management   7   Re-elect David Lockwood as Director   For   For    
Management   8   Re-elect David Mellors as Director   For   For    
Management   9   Elect John Ramsay as Director   For   For    
Management   10   Reappoint Deloitte LLP as Auditors   For   For    
Management   11   Authorise the Audit Committee to Fix Remuneration of Auditors   For   For    
Management   12   Authorise UK Political Donations and Expenditure   For   For    
Management   13   Authorise Issue of Equity   For   For    
Management   14   Approve Deferred Share Bonus Plan   For   For    
Management   15   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   16   Authorise Market Purchase of Ordinary Shares   For   For    
Management   17   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
                     
Diageo Plc                    
Ticker: DGE                    
Country: United Kingdom                    
Provider Security ID: G42089113                    
Meeting Type: Annual                    
Meeting Date: 06-Oct-22                    
Record Date: 04-Oct-22                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Remuneration Report   For   For    
Management   3   Approve Final Dividend   For   For    
Management   4   Elect Karen Blackett as Director   For   For    
Management   5   Re-elect Melissa Bethell as Director   For   For    
Management   6   Re-elect Lavanya Chandrashekar as Director   For   For    
Management   7   Re-elect Valerie Chapoulaud-Floquet as Director   For   For    
Management   8   Re-elect Javier Ferran as Director   For   For    
Management   9   Re-elect Susan Kilsby as Director   For   For    
Management   10   Re-elect Sir John Manzoni as Director   For   For    
Management   11   Re-elect Lady Mendelsohn as Director   For   For    
Management   12   Re-elect Ivan Menezes as Director   For   For    
Management   13   Re-elect Alan Stewart as Director   For   For    
Management   14   Re-elect Ireena Vittal as Director   For   For    
Management   15   Reappoint PricewaterhouseCoopers LLP as Auditors   For   For    
Management   16   Authorise the Audit Committee to Fix Remuneration of Auditors   For   For    
Management   17   Authorise UK Political Donations and Expenditure   For   For    
Management   18   Amend Irish Share Ownership Plan   For   For    
Management   19   Authorise Issue of Equity   For   For    
Management   20   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   21   Authorise Market Purchase of Ordinary Shares   For   For    
Management   22   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
                     
Vistry Group Plc                    
Ticker: VTY                    
Country: United Kingdom                    
Provider Security ID: G9424B107                    
Meeting Type: Special                     
Meeting Date:01-Nov-22                    
Record Date: 28-Oct-22                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Approve Matters Relating to the Recommended Cash and Share Combination of Vistry Group plc and Countryside Partnerships plc   For   For   ISS recommendation appears valid
Management   2   Authorise Issue of Equity in Connection with the Combination   For   For   ISS recommendation appears valid
                     
BHP Group Limited                    
Ticker: BHP                    
Country: Australia                    
Provider Security ID: Q1498M100                    
Meeting Type: Annual                    
Meeting Date: 10-Nov-22                    
Record Date: 08-Nov-22                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   2   Elect Michelle Hinchliffe as Director   For   For    
Management   3   Elect Catherine Tanna as Director   For   For    
Management   4   Elect Terry Bowen as Director   For   For    
Management   5   Elect Xiaoqun Clever as Director   For   For    
Management   6   Elect Ian Cockerill as Director   For   For    
Management   7   Elect Gary Goldberg as Director   For   For    
Management   8   Elect Ken MacKenzie as Director   For   For    
Management   9   Elect Christine O'Reilly as Director   For   For    
Management   10   Elect Dion Weisler as Director   For   For    
Management   11   Approve Remuneration Report   For   For    
Management   12   Approve Grant of Awards to Mike Henry   For   For    
Shareholder   13   Approve the Amendments to the Company's Constitution   Against   Against    
Shareholder   14   Approve Policy Advocacy   Against   Against    
Shareholder   15   Approve Climate Accounting and Audit   Against   Against    
                     
Alphawave IP Group Plc                    
Ticker: AWE                    
Country: United Kingdom                    
Provider Security ID: G03355107                    
Meeting Type: Special                    
Meeting Date: 07-Dec-22                    
Record Date: 05-Dec-22                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Amend Long Term Incentive Plan   For   Against   Do not support the change in dilution levels despite the company being in a strong growth phase. Increased headcount through acquisitions should not mandate existing shareholders agreeing to a higher degree of dilution.
                     
Prosegur Cash SA                    
Ticker: CASH                    
Country: Spain                    
Provider Security ID: E8S56X108                    
Meeting Type: Extraordinary Shareholders                    
Meeting Date: 07-Dec-22                    
Record Date: 02-Dec-22                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Approve Dividends Charged Against Reserves   For   For   ISS recommendation appears valid
Management   2   Amend the Maximum Amount of the Reduction in Share Capital Approved at the June 1, 2022 AGM   For   For   ISS recommendation appears valid
Management   3   Amend Long-Term Global Optimum Plan   For   Against   The ability to vest 20 days post the EGM albeit with a clawback is not aligned with minority shareholders aim to have the share price increasing i.e. implies asymmetric returns
Management   4   Amend Remuneration Policy for FY 2023-2025   For   Against   The ability to vest 20 days post the EGM albeit with a clawback is not aligned with minority shareholders aim to have the share price increasing i.e. implies asymmetric returns
Management   5   Authorize Board to Ratify and Execute Approved Resolutions   For   For    
                     
Sodexo SA                    
Ticker: SW                    
Country: France                    
Provider Security ID: F84941123                    
Meeting Type: Annual/Special                    
Meeting Date: 19-Dec-22                    
Record Date: 15-Dec-22                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Approve Financial Statements and Statutory Reports   For   For    
Management   2   Approve Consolidated Financial Statements and Statutory Reports   For   For    
Management   3   Approve Allocation of Income and Dividends of EUR 2.40 per Share   For   For    
Management   4   Reelect Veronique Laury as Director   For   For    
Management   5   Reelect Luc Messier as Director   For   For    
Management   6   Reelect Cecile Tandeau de Marsac as Director   For   For    
Management   7   Elect Patrice de Talhouet as Director   For   For    
Management   8   Appoint Cabinet ERNST & YOUNG AUDIT as Auditor   For   For    
Management   9   Approve Remuneration Policy of Chairman and CEO from March 1 to August 31, 2022   For   For    
Management   10   Approve Compensation of Sophie Bellon, Chairman of the Board then Chairman and CEO   For   For    
Management   11   Approve Compensation Report of Corporate Officers   For   For    
Management   12   Approve Remuneration of Directors in the Aggregate Amount of EUR 1.2 Million   For   For    
Management   13   Approve Remuneration Policy of Directors   For   For    
Management   14   Approve Remuneration Policy of Chairman of the Board and CEO   For   For    
Management   15   Authorize Repurchase of Up to 10 Percent of Issued Share Capital   For   For    
Management   16   Authorize Decrease in Share Capital via Cancellation of Repurchased Shares   For   For    
Management   17   Authorize Filing of Required Documents/Other Formalities   For   For    
                     
ASR Nederland NV                    
Ticker: ASRNL                    
Country: Netherlands                    
Provider Security ID: N0709G103                    
Meeting Type: Extraordinary Shareholders                    
Meeting Date: 17-Jan-23                    
Record Date: 20-Dec-22                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Open Meeting            
Management   2a   Approve Acquisition of Aegon Nederland   For   For   We approve of the transaction
Management   2b   Grant Board Authority to Issue Shares   For   For   A vote FOR is warranted as the proposed capital authorization is specifically for the purpose of financing the aforementioned acquisition of Aegon Netherlands, which warrants support (See Item 2a).
Management   2c   Authorize Board to Exclude Preemptive Rights   For   For   A vote FOR is warranted as the proposed capital authorization is specifically for the purpose of financing the aforementioned acquisition of Aegon Netherlands, which warrants support (See Item 2a).
Management   3a   Extend Term of Appointment of Jos Baeten as Member and Chairman of the Executive Board            
Management   4a   Announce Nomination by Supervisory Board to Appoint Two New Members of the Supervisory Board            
Management   4b   Opportunity to Make Recommendations to the Supervisory Board   For   For    
Management   4c   Elect Danielle Jansen Heijtmajer to Supervisory Board   For   For   A vote FOR the elections of Danielle Jansen Heijtmajer and Lard Friese is warranted because: * The  nominees are elected for a period not exceeding four years; * The candidates appear to possess the necessary qualifications for board membership; and However, this is not without concerns as also raised under Item 2b with regard to the role of Lard Friese on the ASR board and related veto rights. The scope of the veto rights is unprecedented in the Netherlands but which concern is partially mitigated by the temporary nature, Aegon no longer competing in the Netherlands and the company's conflict of interest policies.
Management   4d   Elect Lard Friese to Supervisory Board   For   For   A vote FOR the elections of Danielle Jansen Heijtmajer and Lard Friese is warranted because: * The  nominees are elected for a period not exceeding four years; * The candidates appear to possess the necessary qualifications for board membership; and However, this is not without concerns as also raised under Item 2b with regard to the role of Lard Friese on the ASR board and related veto rights. The scope of the veto rights is unprecedented in the Netherlands but which concern is partially mitigated by the temporary nature, Aegon no longer competing in the Netherlands and the company's conflict of interest policies.
Management   5   Allow Questions            
Management   6   Close Meeting            
                     
Telenor ASA                    
Ticker: TEL                    
Country: Norway                    
Provider Security ID: R21882106                    
Meeting Type: Extraordinary Shareholders                    
Meeting Date: 26-Jan-23                    
Record Date: 19-Jan-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Open Meeting            
Management   2   Registration of Attending Shareholders and Proxies            
Management   3   Approve Notice of Meeting and Agenda   For   Do Not Vote    
Management   4   Designate Inspector(s) of Minutes of Meeting   For   Do Not Vote    
Management   5   Authorize Share Repurchase Program   For   Do Not Vote    
Management   6   Close Meeting            
                     
Imperial Brands Plc                    
Ticker: IMB                    
Country: United Kingdom                    
Provider Security ID: G4720C107                    
Meeting Type: Annual                    
Meeting Date: 01-Feb-23                    
Record Date: 30-Jan-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Remuneration Report   For   For    
Management   3   Approve Final Dividend   For   For    
Management   4   Re-elect Stefan Bomhard as Director   For   For    
Management   5   Re-elect Susan Clark as Director   For   For    
Management   6   Re-elect Ngozi Edozien as Director   For   For    
Management   7   Re-elect Therese Esperdy as Director   For   For    
Management   8   Re-elect Alan Johnson as Director   For   For    
Management   9   Re-elect Robert Kunze-Concewitz as Director   For   For    
Management   10   Re-elect Lukas Paravicini as Director   For   For    
Management   11   Re-elect Diane de Saint Victor as Director   For   For    
Management   12   Re-elect Jonathan Stanton as Director   For   For    
Management   13   Reappoint Ernst & Young LLP as Auditors   For   For    
Management   14   Authorise the Audit Committee to Fix Remuneration of Auditors   For   For    
Management   15   Approve Share Matching Scheme   For   For    
Management   16   Authorise UK Political Donations and Expenditure   For   For    
Management   17   Authorise Issue of Equity   For   For    
Management   18   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   19   Authorise Market Purchase of Ordinary Shares   For   For    
Management   20   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
                     
Infineon Technologies AG                    
Ticker: IFX                    
Country: Germany                    
Provider Security ID: D35415104                    
Meeting Type: Annual                    
Meeting Date: 16-Feb-23                    
Record Date: 09-Feb-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Receive Financial Statements and Statutory Reports for Fiscal Year 2022 (Non-Voting)            
Management   2   Approve Allocation of Income and Dividends of EUR 0.32 per Share   For   For    
Management   3.1   Approve Discharge of Management Board Member Jochen Hanebeck for Fiscal Year 2022   For   For    
Management   3.2   Approve Discharge of Management Board Member Constanze Hufenbecher for Fiscal Year 2022   For   For    
Management   3.3   Approve Discharge of Management Board Member Sven Schneider for Fiscal Year 2022   For   For    
Management   3.4   Approve Discharge of Management Board Member Andreas Urschitz (from June 1, 2022) for Fiscal Year 2022   For   For    
Management   3.5   Approve Discharge of Management Board Member Rutger Wijburg (from April 1, 2022) for Fiscal Year 2022   For   For    
Management   3.6   Approve Discharge of Management Board Member Reinhard Ploss (until March 31, 2022) for Fiscal Year 2022   For   For    
Management   3.7   Approve Discharge of Management Board Member Helmut Gassel (until May 31, 2022) for Fiscal Year 2022   For   For    
Management   4.1   Approve Discharge of Supervisory Board Member Wolfgang Eder for Fiscal Year 2022   For   For    
Management   4.2   Approve Discharge of Supervisory Board Member Xiaoqun Clever for Fiscal Year 2022   For   For    
Management   4.3   Approve Discharge of Supervisory Board Member Johann Dechant for Fiscal Year 2022   For   For    
Management   4.4   Approve Discharge of Supervisory Board Member Friedrich Eichiner for Fiscal Year 2022   For   For    
Management   4.5   Approve Discharge of Supervisory Board Member Annette Engelfried for Fiscal Year 2022   For   For    
Management   4.6   Approve Discharge of Supervisory Board Member Peter Gruber for Fiscal Year 2022   For   For    
Management   4.7   Approve Discharge of Supervisory Board Member Hans-Ulrich Holdenried for Fiscal Year 2022   For   For    
Management   4.8   Approve Discharge of Supervisory Board Member Susanne Lachenmann for Fiscal Year 2022   For   For    
Management   4.9   Approve Discharge of Supervisory Board Member Geraldine Picaud for Fiscal Year 2022   For   For    
Management   4.10   Approve Discharge of Supervisory Board Member Manfred Puffer for Fiscal Year 2022   For   For    
Management   4.11   Approve Discharge of Supervisory Board Member Melanie Riedl for Fiscal Year 2022   For   For    
Management   4.12   Approve Discharge of Supervisory Board Member Juergen Scholz for Fiscal Year 2022   For   For    
Management   4.13   Approve Discharge of Supervisory Board Member Ulrich Spiesshofer for Fiscal Year 2022   For   For    
Management   4.14   Approve Discharge of Supervisory Board Member Margret Suckale for Fiscal Year 2022   For   For    
Management   4.15   Approve Discharge of Supervisory Board Member Mirco Synde (from June 1, 2023) for Fiscal Year 2022   For   For    
Management   4.16   Approve Discharge of Supervisory Board Member Diana Vitale for Fiscal Year 2022   For   For    
Management   4.17   Approve Discharge of Supervisory Board Member Kerstin Schulzendorf (until May 31, 2022) for Fiscal Year 2022   For   For    
Management   5   Ratify KPMG AG as Auditors for Fiscal Year 2023 and for the Review of Interim Financial Reports for the First Half of Fiscal Year 2023   For   For    
Management   6.1   Elect Herbert Diess to the Supervisory Board   For   For    
Management   6.2   Elect Klaus Helmrich to the Supervisory Board   For   For    
Management   7   Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares   For   For    
Management   8   Authorize Use of Financial Derivatives when Repurchasing Shares   For   For    
Management   9.1   Amend Article Re: Location of Annual Meeting   For   For    
Management   9.2   Approve Virtual-Only Shareholder Meetings Until 2028   For   For    
Management   9.3   Amend Articles Re: Participation of Supervisory Board Members in the Annual General Meeting by Means of Audio and Video Transmission   For   For    
Management   10   Approve Remuneration Policy   For   For    
Management   11   Approve Remuneration Report   For   For    
                     
Novartis AG                    
Ticker: NOVN                    
Country: Switzerland                    
Provider Security ID: H5820Q150                    
Meeting Type: Annual                    
Meeting Date: 07-Mar-23                    
Record Date:                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Discharge of Board and Senior Management   For   For    
Management   3   Approve Allocation of Income and Dividends of CHF 3.20 per Share   For   For    
Management   4   Approve CHF 63.1 Million Reduction in Share Capital via Cancellation of Repurchased Shares   For   For    
Management   5   Authorize Repurchase of up to CHF 10 Billion in Issued Share Capital   For   For    
Management   6.1   Amend Articles Re: Electronic Participation; Virtual-Only Shareholder Meetings   For   For    
Management   6.2   Amend Articles of Association   For   For    
Management   6.3   Amend Articles of Association   For   For    
Management   7.1   Approve Remuneration of Directors in the Amount of CHF 8.8 Million   For   For    
Management   7.2   Approve Maximum Remuneration of Executive Committee in the Amount of CHF 90 Million   For   For    
Management   7.3   Approve Remuneration Report   For   For    
Management   8.1   Reelect Joerg Reinhardt as Director and Board Chair   For   For    
Management   8.2   Reelect Nancy Andrews as Director   For   For    
Management   8.3   Reelect Ton Buechner as Director   For   For    
Management   8.4   Reelect Patrice Bula as Director   For   For    
Management   8.5   Reelect Elizabeth Doherty as Director   For   For    
Management   8.6   Reelect Bridgette Heller as Director   For   For    
Management   8.7   Reelect Daniel Hochstrasser as Director   For   For    
Management   8.8   Reelect Frans van Houten as Director   For   For    
Management   8.9   Reelect Simon Moroney as Director   For   For    
Management   8.10   Reelect Ana de Pro Gonzalo as Director   For   For    
Management   8.11   Reelect Charles Sawyers as Director   For   For    
Management   8.12   Reelect William Winters as Director   For   For    
Management   8.13   Elect John Young as Director   For   For    
Management   9.1   Reappoint Patrice Bula as Member of the Compensation Committee   For   For    
Management   9.2   Reappoint Bridgette Heller as Member of the Compensation Committee   For   For    
Management   9.3   Reappoint Simon Moroney as Member of the Compensation Committee   For   For    
Management   9.4   Reappoint William Winters as Member of the Compensation Committee   For   For    
Management   10   Ratify KPMG AG as Auditors   For   For    
Management   11   Designate Peter Zahn as Independent Proxy   For   For    
Management   12   Transact Other Business (Voting)   For   Against    
                     
MFE-MEDIAFOREUROPE NV                    
Ticker: MFEB                    
Country: Netherlands                     
Provider Security ID: T6S17R115                    
Meeting Type: Extraordinary Shareholders                    
Meeting Date: 15-Mar-23                    
Record Date: 15-Feb-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Open Meeting            
Management   2   Approve Cancellation of MFE Shares A Held by MFE   For   For   Reasonable following the combination of the two companies
Management   3   Approve Cross-Border Merger by Absorption of Mediaset Espana Comunicacion, S.A.   For   For   In line with the strategy of consolidating European media businesses
Management   4   Allow Questions            
Management   5   Close Meeting            
                     
OC Oerlikon Corp. AG                    
Ticker: OERL                    
Country: Switzerland                    
Provider Security ID: H59187106                    
Meeting Type: Annual                    
Meeting Date: 21-Mar-23                    
Record Date:                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1.1   Amend Articles Re: Shares and Share Register   For   For    
Management   1.2   Amend Articles of Association (Incl. Approval of Virtual-Only Shareholder Meetings)   For   Against   A vote AGAINST the proposed article amendments is warranted because:The threshold for submitting agenda items will increase and thus have a negative impact on shareholder rights. Moreover, shareholders may consider the current deadline of 10 weeks prior to the meeting, which would remain unchanged, to be excessive in the context of local market practice.The amendments would allow for virtual-only shareholder meetings on a permanent basis and the company does not explain the circumstances under which virtual-only meetings would be held. Nevertheless, the company states that it intends to hold in-person meetings going forward, including this year.The company has bundled a set of amendments affecting shareholder rights that could have been submitted for shareholder approval under separate resolutions, presenting shareholders with an all-or-nothing choice.
Management   1.3   Amend Articles Re: Board Size; Powers of the Board of Directors; Delegation of Management   For   For    
Management   1.4   Amend Articles Re: Compensation; Agreements with Members of the Board of Directors and Executive Committee; External Mandates of the Board of Directors and Executive Committee   For   For    
Management   2   Accept Financial Statements and Statutory Reports   For   For    
Management   3   Approve Allocation of Income and Dividends of CHF 0.35 per Share   For   For   JHI will generally vote in favor of proposals relating to the issuance of dividends.
Management   4   Approve Discharge of Board and Senior Management   For   For    
Management   5.1.1   Reelect Michael Suess as Director and Board Chair   For   Abstain   A vote AGAINST Michael Suess is warranted because the combination of the CEO and board chair roles under a single "executive chair" position is a breach of market best practice.
Management   5.1.2   Reelect Paul Adams as Director   For   For    
Management   5.1.3   Reelect Juerg Fedier as Director   For   For    
Management   5.1.4   Reelect Irina Matveeva as Director   For   For    
Management   5.1.5   Reelect Alexey Moskov as Director   For   For    
Management   5.1.6   Reelect Gerhard Pegam as Director   For   For    
Management   5.1.7   Reelect Zhenguo Yao as Director   For   For    
Management   5.2   Elect Inka Koljonen as Director   For   For    
Management   6.1.1   Reappoint Paul Adams as Member of the Human Resources Committee   For   For    
Management   6.1.2   Reappoint Alexey Moskov as Member of the Human Resources Committee   For   For    
Management   6.1.3   Reappoint Gerhard Pegam as Member of the Human Resources Committee   For   For   Voting against on basis of gender diversity seems arbitrary to choose just this individual.
Management   6.1.4   Reappoint Zhenguo Yao as Member of the Human Resources Committee   For   For    
Management   6.2   Appoint Inka Koljonen as Member of the Human Resources Committee   For   For    
Management   7   Ratify PricewaterhouseCoopers AG as Auditors   For   For    
Management   8   Designate Proxy Voting Services GmbH as Independent Proxy   For   For    
Management   9   Approve Remuneration Report   For   For   JHI votes this issue on a case-by-case basis.
Management   10   Approve Remuneration of Directors in the Amount of CHF 4.5 Million   For   For    
Management   11   Approve Fixed Remuneration of Executive Committee in the Amount of CHF 4 Million   For   For    
Management   12   Approve Variable Remuneration of Executive Committee in the Amount of CHF 5.3 Million   For   For    
Management   13   Transact Other Business (Voting)   For   Against   JHI will generally vote against proposals to approve other business when it appears as a voting item.
                     
Novo Nordisk A/S                    
Ticker: NOVO.B                    
Country: Denmark                    
Provider Security ID: K72807132                    
Meeting Type: Annual                    
Meeting Date: 23-Mar-23                    
Record Date: 16-Mar-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Receive Report of Board            
Management   2   Accept Financial Statements and Statutory Reports   For   For    
Management   3   Approve Allocation of Income and Dividends of DKK 8.15 Per Share   For   For    
Management   4   Approve Remuneration Report (Advisory Vote)   For   For    
Management   5.1   Approve Remuneration of Directors in the Aggregate Amount of DKK 20.2 Million   For   For    
Management   5.2   Approve Remuneration of Directors in the Amount of DKK 3.1 Million for the Chairman, DKK 1.56 Million for the Vice Chairman, and DKK 784,000 for Other Directors; Approve Remuneration for Committee Work   For   For    
Management   5.3   Amendment to Remuneration Policy for Board of Directors and Executive Management   For   For    
Management   6.1   Reelect Helge Lund as Board Chairman   For   For    
Management   6.2   Reelect Henrik Poulsen as Vice Chairman   For   For    
Management   6.3a   Reelect Laurence Debroux as Director   For   For   A vote FOR candidates Laurence Debroux, Andreas Fibig, Sylvie Grégoire, Kasim Kutay, Christina Law and Martin Mackay is warranted due to a lack of concern regarding the suitability of these candidates.
Management   6.3b   Reelect Andreas Fibig as Director   For   For   A vote FOR candidates Laurence Debroux, Andreas Fibig, Sylvie Grégoire, Kasim Kutay, Christina Law and Martin Mackay is warranted due to a lack of concern regarding the suitability of these candidates.
Management   6.3c   Reelect Sylvie Gregoire as Director   For   For   A vote FOR candidates Laurence Debroux, Andreas Fibig, Sylvie Grégoire, Kasim Kutay, Christina Law and Martin Mackay is warranted due to a lack of concern regarding the suitability of these candidates.
Management   6.3d   Reelect Kasim Kutay as Director   For   For   A vote FOR candidates Laurence Debroux, Andreas Fibig, Sylvie Grégoire, Kasim Kutay, Christina Law and Martin Mackay is warranted due to a lack of concern regarding the suitability of these candidates.
Management   6.3e   Reelect Christina Law as Director   For   For   A vote FOR candidates Laurence Debroux, Andreas Fibig, Sylvie Grégoire, Kasim Kutay, Christina Law and Martin Mackay is warranted due to a lack of concern regarding the suitability of these candidates.
Management   6.3f   Reelect Martin Mackay as Director   For   For   A vote FOR candidates Laurence Debroux, Andreas Fibig, Sylvie Grégoire, Kasim Kutay, Christina Law and Martin Mackay is warranted due to a lack of concern regarding the suitability of these candidates.
Management   7   Ratify Deloitte as Auditor   For   For    
Management   8.1   Approve DKK 5 Million Reduction in Share Capital via Share Cancellation of B Shares   For   For    
Management   8.2   Authorize Share Repurchase Program   For   For    
Management   8.3   Approve Creation of DKK 45.1 Million Pool of Capital with Preemptive Rights; Approve Creation of DKK 45.1 Million Pool of Capital without Preemptive Rights; Maximum Increase in Share Capital under Both Authorizations up to DKK 45.1 Million   For   For    
Shareholder   8.4   Product Pricing Proposal   Against   Against    
Management   9   Other Business            
                     
BAWAG Group AG                    
Ticker: BG                    
Country: Austria                    
Provider Security ID: A0997C107                    
Meeting Type: Annual                    
Meeting Date: 31-Mar-23                    
Record Date: 21-Mar-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Receive Financial Statements and Statutory Reports for Fiscal Year 2022 (Non-Voting)            
Management   2   Approve Allocation of Income and Dividends of EUR 3.70 per Share   For   For    
Management   3   Approve Discharge of Management Board for Fiscal Year 2022   For   For    
Management   4   Approve Discharge of Supervisory Board for Fiscal Year 2022   For   For    
Management   5   Ratify KPMG Austria GmbH as Auditors for Fiscal Year 2024   For   For    
Management   6   Approve Remuneration Report   For   For    
Management   7   Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares   For   For    
Management   8   Approve Virtual-Only or Hybrid Shareholder Meetings   For   For   The company are asking for the possibility of holding virtual or hybrid meetings, it will nor definitely do so.  It is likely only to be in unusual situations, and in these situations it is sensible to have the flexibility to have virtual meetings. For example, dividend approval is needed at AGMs in order for proposed dividends to be paid and therefore flexbility on the format of the meeting  is in our clients interests.
Management   9.1   New/Amended Proposals from Management and Supervisory Board   None   Against   There is no time to consider anything that gets raised at the meeting, hence more prudent to vote Against
Management   9.2   New/Amended Proposals from Shareholders   None   Against   There is no time to consider anything that gets raised at the meeting, hence more prudent to vote Against
                     
Volvo AB                    
Ticker: VOLV.B                    
Country: Sweden                    
Provider Security ID: 928856301                    
Meeting Type: Annual                    
Meeting Date: 04-Apr-23                    
Record Date: 27-Mar-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Open Meeting            
Management   2   Elect Chairman of Meeting   For   For   JHI will generally vote in favor of proposals relating to the administration of an annual shareholder meeting.
Management   3   Prepare and Approve List of Shareholders            
Management   4   Approve Agenda of Meeting   For   For   JHI will generally vote in favor of proposals relating to the administration of an annual shareholder meeting.
Management   5   Designate Inspector(s) of Minutes of Meeting            
Management   6   Acknowledge Proper Convening of Meeting   For   For   JHI will generally vote in favor of proposals relating to the administration of an annual shareholder meeting.
Management   7   Receive President's Report            
Management   8   Receive Financial Statements and Statutory Reports            
Management   9   Accept Financial Statements and Statutory Reports   For   For    
Management   10   Approve Allocation of Income and Dividends of SEK 7.00 Per Share and an Extra Dividend of SEK 7.00 Per Share   For   For   JHI will generally vote in favor of proposals relating to the issuance of dividends.
Management   11.1   Approve Discharge of Matti Alahuhta   For   For    
Management   11.2   Approve Discharge of Jan Carlson   For   For    
Management   11.3   Approve Discharge of Eckhard Cordes   For   For    
Management   11.4   Approve Discharge of Eric Elzvik   For   For    
Management   11.5   Approve Discharge of Martha Finn Brooks   For   For    
Management   11.6   Approve Discharge of Kurt Jofs   For   For    
Management   11.7   Approve Discharge of Martin Lundstedt (Board Member)   For   For    
Management   11.8   Approve Discharge of Kathryn V. Marinello   For   For    
Management   11.9   Approve Discharge of Martina Merz   For   For    
Management   11.10   Approve Discharge of Hanne de Mora   For   For    
Management   11.11   Approve Discharge of Helena Stjernholm   For   For    
Management   11.12   Approve Discharge of Carl-Henric Svanberg   For   For    
Management   11.13   Approve Discharge of Lars Ask (Employee Representative)   For   For    
Management   11.14   Approve Discharge of Mats Henning (Employee Representative)   For   For    
Management   11.15   Approve Discharge of Mikael Sallstrom (Employee Representative)   For   For    
Management   11.16   Approve Discharge of Camilla Johansson (Deputy Employee Representative)   For   For    
Management   11.17   Approve Discharge of Mari Larsson (Deputy Employee Representative)   For   For    
Management   11.18   Approve Discharge of Martin Lundstedt (as CEO)   For   For    
Management   12.1   Determine Number of Members (11) of Board   For   For    
Management   12.2   Determine Number Deputy Members (0) of Board   For   For    
Management   13   Approve Remuneration of Directors in the Amount of SEK 3.9 Million for Chairman and SEK 1.18 Million for Other Directors except CEO; Approve Remuneration for Committee Work   For   For    
Management   14.1   Reelect Matti Alahuhta as Director   For   For    
Management   14.2   Elect Bo Annvik as New Director   For   For    
Management   14.3   Reelect Jan Carlson as Director   For   For    
Management   14.4   Reelect Eric Elzvik as Director   For   For    
Management   14.5   Reelect Martha Finn Brooks as Director   For   For    
Management   14.6   Reelect Kurt Jofs as Director   For   For    
Management   14.7   Reelect Martin Lundstedt as Director   For   For    
Management   14.8   Reelect Kathryn V. Marinello as Director   For   For    
Management   14.9   Reelect Martina Merz as Director   For   For    
Management   14.10   Reelect Helena Stjernholm as Director   For   For    
Management   14.11   Reelect Carl-Henric Svanberg as Director   For   For    
Management   15   Reelect Carl-Henric Svanberg as Board Chair   For   For    
Management   16   Approve Remuneration of Auditors   For   For    
Management   17   Ratify Deloitte AB as Auditors   For   For    
Management   18.1   Elect Par Boman to Serve on Nominating Committee   For   For    
Management   18.2   Elect Anders Oscarsson to Serve on Nominating Committee   For   For    
Management   18.3   Elect Magnus Billing to Serve on Nominating Committee   For   For    
Management   18.4   Elect Anders Algotsson to Serve on Nominating Committee   For   For    
Management   18.5   Elect Chairman of the Board to Serve on Nomination Committee   For   For    
Management   19   Approve Remuneration Report   For   For   The company is taking steps to address the LTIP performance metrics to propose a new 3-year performance period. In the interim, the current LTIP requires management to invest the achieved cash bonus into the company shares for a minimum period of 3 years and provides longer term alignment with the company’s performance until the policy is updated. Outside of this point of contention, the remuneration appears reasonable and aligned with shareholder interests. The management team has performed well over the period and we welcome the LTIP performance period being extended to three years in the future.
Management   20.1   Approve Remuneration Policy And Other Terms of Employment For Executive Management   For   For    
Management   20.2   Approve Long-Term Performance Based Incentive Program   For   For    
                     
Deutsche Telekom AG                    
Ticker: DTE                    
Country: Germany                    
Provider Security ID: D2035M136                    
Meeting Type: Annual                    
Meeting Date: 05-Apr-23                    
Record Date: 31-Mar-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Receive Financial Statements and Statutory Reports for Fiscal Year 2022 (Non-Voting)            
Management   2   Approve Allocation of Income and Dividends of EUR 0.70 per Share   For   For    
Management   3   Approve Discharge of Management Board for Fiscal Year 2022   For   For    
Management   4   Approve Discharge of Supervisory Board for Fiscal Year 2022   For   For    
Management   5   Ratify Deloitte GmbH as Auditors for Fiscal Year 2023 and for the Review of the Interim Financial Statements for Fiscal Year 2023 and First Quarter of Fiscal Year 2024   For   For    
Management   6.1   Elect Harald Krueger to the Supervisory Board   For   For    
Management   6.2   Elect Reinhard Ploss to the Supervisory Board   For   For    
Management   6.3   Elect Margret Suckale to the Supervisory Board   For   For    
Management   7   Approve Virtual-Only Shareholder Meetings Until 2025   For   For    
Management   8   Approve Remuneration Report   For   For    
                     
Rio Tinto Plc                    
Ticker: RIO                    
Country: United Kingdom                    
Provider Security ID: G75754104                    
Meeting Type: Annual                    
Meeting Date: 06-Apr-23                    
Record Date: 04-Apr-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Remuneration Report for UK Law Purposes   For   For    
Management   3   Approve Remuneration Report for Australian Law Purposes   For   For    
Management   4   Approve the Potential Termination of Benefits for Australian Law Purposes   For   For   Voting inline with ISS recommendation.  This is not a change to the Company's existing policy and practices.
Management   5   Elect Kaisa Hietala as Director   For   For    
Management   6   Re-elect Dominic Barton as Director   For   For    
Management   7   Re-elect Megan Clark as Director   For   For    
Management   8   Re-elect Peter Cunningham as Director   For   For    
Management   9   Re-elect Simon Henry as Director   For   For    
Management   10   Re-elect Sam Laidlaw as Director   For   For    
Management   11   Re-elect Simon McKeon as Director   For   For    
Management   12   Re-elect Jennifer Nason as Director   For   For    
Management   13   Re-elect Jakob Stausholm as Director   For   For    
Management   14   Re-elect Ngaire Woods as Director   For   For    
Management   15   Re-elect Ben Wyatt as Director   For   For    
Management   16   Reappoint KPMG LLP as Auditors   For   For    
Management   17   Authorise the Audit and Risk Committee to Fix Remuneration of Auditors   For   For    
Management   18   Authorise UK Political Donations and Expenditure   For   For    
Management   19   Authorise Issue of Equity   For   For    
Management   20   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   21   Authorise Market Purchase of Ordinary Shares   For   For    
Management   22   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
                     
Adecco Group AG                    
Ticker: ADEN                    
Country: Switzerland                    
Provider Security ID: H00392318                    
Meeting Type: Annual                    
Meeting Date: 12-Apr-23                    
Record Date:                     
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1.1   Accept Financial Statements and Statutory Reports   For   For    
Management   1.2   Approve Remuneration Report (Non-Binding)   For   Abstain    
Management   2.1   Approve Allocation of Income and Dividends of CHF 1.85 per Share   For   For   JHI will generally vote in favor of proposals relating to the issuance of dividends.
Management   2.2   Approve Dividends of CHF 0.65 per Share from Capital Contribution Reserves   For   For   JHI will generally vote in favor of proposals relating to the issuance of dividends.
Management   3   Approve Discharge of Board and Senior Management   For   For    
Management   4.1   Approve Remuneration of Directors in the Amount of CHF 5.3 Million   For   For    
Management   4.2   Approve Remuneration of Executive Committee in the Amount of CHF 32 Million   For   For    
Management   5.1.1   Reelect Jean-Christophe Deslarzes as Director and Board Chair   For   For    
Management   5.1.2   Reelect Rachel Duan as Director   For   For    
Management   5.1.3   Reelect Ariane Gorin as Director   For   For    
Management   5.1.4   Reelect Alexander Gut as Director   For   For    
Management   5.1.5   Reelect Didier Lamouche as Director   For   For    
Management   5.1.6   Reelect David Prince as Director   For   For    
Management   5.1.7   Reelect Kathleen Taylor as Director   For   For    
Management   5.1.8   Reelect Regula Wallimann as Director   For   For    
Management   5.1.9   Elect Sandhya Venugopal as Director   For   For    
Management   5.2.1   Reappoint Rachel Duan as Member of the Compensation Committee   For   For    
Management   5.2.2   Reappoint Didier Lamouche as Member of the Compensation Committee   For   For    
Management   5.2.3   Reappoint Kathleen Taylor as Member of the Compensation Committee   For   For    
Management   5.3   Designate Keller AG as Independent Proxy   For   For    
Management   5.4   Ratify Ernst & Young AG as Auditors   For   For    
Management   6   Transact Other Business (Voting)   For   Against   JHI will generally vote against proposals to approve other business when it appears as a voting item.
                     
UPM-Kymmene Oyj                    
Ticker: UPM                    
Country: Finland                    
Provider Security ID: X9518S108                    
Meeting Type: Annual                    
Meeting Date: 12-Apr-23                    
Record Date: 29-Mar-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Open Meeting            
Management   2   Call the Meeting to Order            
Management   3   Designate Inspector or Shareholder Representative(s) of Minutes of Meeting            
Management   4   Acknowledge Proper Convening of Meeting            
Management   5   Prepare and Approve List of Shareholders            
Management   6   Receive Financial Statements and Statutory Reports            
Management   7   Accept Financial Statements and Statutory Reports   For   For    
Management   8   Approve Allocation of Income and Dividends of EUR 1.50 Per Share   For   For    
Management   9   Approve Discharge of Board and President   For   For    
Management   10   Approve Remuneration Report   For   For    
Management   11   Remuneration of Directors in the Amount of EUR 218,000 for Chairman, EUR 145,000 for Deputy Chairman and EUR 120,000 for Other Directors; Approve Compensation for Committee Work   For   For    
Management   12   Fix Number of Directors at Nine   For   For    
Management   13   Reelect Henrik Ehrnrooth, Emma FitzGerald, Jari Gustafsson, Piia-Noora Kauppi, Topi Manner, Marjan Oudeman, Martin a Porta and Kim Wahl as Directors; Eelect Pia Aaltonen-Forsell as New Director   For   For   Both companies are in the same country, and the role of Chairman of UPM is not combined with CEO.
Management   14   Approve Remuneration of Auditors   For   For    
Management   15   Ratify PricewaterhouseCoopers as Auditor for FY 2023   For   For    
Management   16   Ratify Ernst & Young Oy as Auditor for FY 2024   For   For    
Management   17   Approve Issuance of up to 25 Million Shares without Preemptive Rights   For   For    
Management   18   Authorize Share Repurchase Program   For   For    
Management   19   Allow Shareholder Meetings to be Held by Electronic Means Only   For   For   during Covid is proved to be a problem not being able to have electronic meetings, especially for dividend payments. the management regularly engages with us as shareholders so I do not feel that we have a problem communicating with them.
Management   20   Authorize Charitable Donations   For   For    
Management   21   Close Meeting            
                     
BFF Bank SpA                    
Ticker: BFF                    
Country: Italy                    
Provider Security ID: T1R288116                    
Meeting Type: Annual                    
Meeting Date: 13-Apr-23                    
Record Date: 31-Mar-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For   Vote FOR Item 1 given the lack of concern regarding the accounts presented or audit procedures used. However, support is qualified due to the shareholder meeting format, which will not allow shareholders to actively participate in the AGM and interact with the management during the meeting. Item 2 merits a vote FOR because the proposed income allocation and the resulting payout ratio are acceptable.
Management   2   Approve Allocation of Income   For   For   Vote FOR Item 1 given the lack of concern regarding the accounts presented or audit procedures used. However, support is qualified due to the shareholder meeting format, which will not allow shareholders to actively participate in the AGM and interact with the management during the meeting. Item 2 merits a vote FOR because the proposed income allocation and the resulting payout ratio are acceptable.
Management   3   Approve Remuneration Policy   For   Against    
Management   4   Approve Severance Payments Policy   For   Against   This item warrants a vote AGAINST because the company's policy on termination payments is not in line with acceptable market practice.
Management   5   Approve Second Section of the Remuneration Report   For   Against    
Management   6   Authorize Share Repurchase Program and Reissuance of Repurchased Shares   For   For    
Management   A   Deliberations on Possible Legal Action Against Directors if Presented by Shareholders   None   Against    
                     
Stellantis NV                    
Ticker: STLAM                    
Country: Netherlands                    
Provider Security ID: N82405106                    
Meeting Type: Annual                    
Meeting Date: 13-Apr-23                    
Record Date: 16-Mar-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Open Meeting            
Management   2.a   Receive Report of Board of Directors (Non-Voting)            
Management   2.b   Receive Explanation on Company's Reserves and Dividend Policy            
Management   2.c   Approve Remuneration Report Excluding Pre-Merger Legacy Matters   For   For    
Management   2.d   Approve Remuneration Report on the Pre-Merger Legacy Matters   For   Against   A vote AGAINST this item is warranted. Although the proposed payments are in in line with the terms of the new agreement approved by both FCA NV and Groupe PSA shareholders, a concern is raised as the total payout is considered excessive and the accelerated vesting of LTI awards is not related to any performance assessment.
Management   2.e   Adopt Financial Statements and Statutory Reports   For   For    
Management   2.f   Approve Dividends of EUR 1.34 Per Share   For   For    
Management   2g   Approve Discharge of Directors   For   For    
Management   3   Elect Benoit Ribadeau-Dumas as Non-Executive Director   For   Abstain   The diversity percentage is 27%, so the board does seem to moving in the direction of 30%. My reading is that this appointment was to some extent out of the company's control as the director represents the Agnelli's family interests.
Management   4.a   Ratify Ernst & Young Accountants LLP as Auditors for the Financial Year 2023   For   For   A vote FOR is warranted because there are no concerns regarding these proposals.
Management   4.b   Ratify Deloitte Accountants B.V. as Auditors for the Financial Year 2024   For   For   A vote FOR is warranted because there are no concerns regarding these proposals.
Management   5   Amend Remuneration Policy   For   For    
Management   6.a   Grant Board Authority to Issue Shares Up to 10 Percent of Issued Capital   For   For   A vote FOR this proposal is warranted because it is in line with commonly used safeguards regarding volume and duration.
Management   6.b   Authorize Board to Exclude Preemptive Rights from Share Issuances   For   For   A vote FOR this proposal is warranted because it is in line with commonly used safeguards regarding volume and duration.
Management   7   Authorize Repurchase of Up to 10 Percent of Issued Share Capital   For   For    
Management   8   Approve Cancellation of Common Shares   For   For    
Management   9   Close Meeting            
                     
Airbus SE                    
Ticker: AIR                    
Country: Netherlands                    
Provider Security ID: N0280G100                    
Meeting Type: Annual                    
Meeting Date: 19-Apr-23                    
Record Date: 22-Mar-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Open Meeting            
Management   2.1   Discussion on Company's Corporate Governance Structure            
Management   2.2   Receive Report on Business and Financial Statements            
Management   2.3   Receive Explanation on Company's Dividend Policy            
Management   3.1   Receive Board Report            
Management   3.2   Discussion on Leading the Journey Towards Clean Aerospace            
Management   3.3   Discuss Potential Long-Term Strategic and Technological Partnership with Evidian and Acquisition of a Minority Stake in Evidian            
Management   4.1   Adopt Financial Statements   For   For    
Management   4.2   Approve Allocation of Income   For   For    
Management   4.3   Approve Discharge of Non-Executive Directors   For   For    
Management   4.4   Approve Discharge of Executive Directors   For   For    
Management   4.5   Ratify Ernst & Young Accountants LLP as Auditors   For   For    
Management   4.6   Approve Implementation of Remuneration Policy   For   For    
Management   4.7   Reelect Ralph D. Crosby, Jr. as Non-Executive Director   For   For    
Management   4.8   Reelect Mark Dunkerley as Non-Executive Director   For   For    
Management   4.9   Reelect Stephan Gemkow as Non-Executive Director   For   For    
Management   4.10   Elect Antony Wood as Non-Executive Director   For   For    
Management   4.11   Grant Board Authority to Issue Shares and Exclude Preemptive Rights for the Purpose of Employee Share Ownership Plans and Share-Related Long-Term Incentive Plans   For   For    
Management   4.12   Grant Board Authority to Issue Shares and Exclude Preemptive Rights for the Purpose of Company Funding   For   For    
Management   4.13   Authorize Repurchase of Up to 10 Percent of Issued Share Capital   For   For    
Management   4.14   Approve Cancellation of Repurchased Shares   For   For    
Management   5   Close Meeting            
                     
Nestle SA                    
Ticker: NESN                    
Country: Switzerland                    
Provider Security ID: H57312649                    
Meeting Type: Annual                    
Meeting Date: 20-Apr-23                    
Record Date:                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1.1   Accept Financial Statements and Statutory Reports   For   For    
Management   1.2   Approve Remuneration Report   For   For    
Management   2   Approve Discharge of Board and Senior Management   For   For    
Management   3   Approve Allocation of Income and Dividends of CHF 2.95 per Share   For   For    
Management   4.1.a   Reelect Paul Bulcke as Director and Board Chair   For   For    
Management   4.1.b   Reelect Ulf Schneider as Director   For   For    
Management   4.1.c   Reelect Henri de Castries as Director   For   For    
Management   4.1.d   Reelect Renato Fassbind as Director   For   For    
Management   4.1.e   Reelect Pablo Isla as Director   For   For    
Management   4.1.f   Reelect Patrick Aebischer as Director   For   For    
Management   4.1.g   Reelect Kimberly Ross as Director   For   For    
Management   4.1.h   Reelect Dick Boer as Director   For   For    
Management   4.1.i   Reelect Dinesh Paliwal as Director   For   For    
Management   4.1.j   Reelect Hanne Jimenez de Mora as Director   For   For    
Management   4.1.k   Reelect Lindiwe Sibanda as Director   For   For    
Management   4.1.l   Reelect Chris Leong as Director   For   For    
Management   4.1.m   Reelect Luca Maestri as Director   For   For    
Management   4.2.1   Elect Rainer Blair as Director   For   For    
Management   4.2.2   Elect Marie-Gabrielle Ineichen-Fleisch as Director   For   For    
Management   4.3.1   Reappoint Pablo Isla as Member of the Compensation Committee   For   For    
Management   4.3.2   Reappoint Patrick Aebischer as Member of the Compensation Committee   For   For    
Management   4.3.3   Reappoint Dick Boer as Member of the Compensation Committee   For   For    
Management   4.3.4   Reappoint Dinesh Paliwal as Member of the Compensation Committee   For   For    
Management   4.4   Ratify Ernst & Young AG as Auditors   For   For    
Management   4.5   Designate Hartmann Dreyer as Independent Proxy   For   For    
Management   5.1   Approve Remuneration of Directors in the Amount of CHF 10.5 Million   For   For    
Management   5.2   Approve Remuneration of Executive Committee in the Amount of CHF 72 Million   For   For    
Management   6   Approve CHF 8 Million Reduction in Share Capital as Part of the Share Buyback Program via Cancellation of Repurchased Shares   For   For    
Management   7.1   Amend Articles Re: General Meeting (Incl. Virtual-Only or Hybrid Shareholder Meetings)   For   For    
Management   7.2   Amend Articles of Association   For   For    
Management   8   Transact Other Business (Voting)   Against   Against    
                     
RELX Plc                    
Ticker:  REL                    
Country: United Kingdom                    
Provider Security ID: G7493L105                    
Meeting Type: Annual                    
Meeting Date: 20-Apr-23                    
Record Date: 18-Apr-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Remuneration Policy   For   For    
Management   3   Approve Remuneration Report   For   For    
Management   4   Approve Final Dividend   For   For    
Management   5   Reappoint Ernst & Young LLP as Auditors   For   For    
Management   6   Authorise the Audit Committee to Fix Remuneration of Auditors   For   For    
Management   7   Elect Alistair Cox as Director   For   For    
Management   8   Re-elect Paul Walker as Director   For   For    
Management   9   Re-elect June Felix as Director   For   For    
Management   10   Re-elect Erik Engstrom as Director   For   For    
Management   11   Re-elect Charlotte Hogg as Director   For   For    
Management   12   Re-elect Marike van Lier Lels as Director   For   For    
Management   13   Re-elect Nick Luff as Director   For   For    
Management   14   Re-elect Robert MacLeod as Director   For   For    
Management   15   Re-elect Andrew Sukawaty as Director   For   For    
Management   16   Re-elect Suzanne Wood as Director   For   For    
Management   17   Approve Long-Term Incentive Plan   For   For    
Management   18   Approve Executive Share Ownership Scheme   For   For    
Management   19   Approve Sharesave Plan   For   For    
Management   20   Approve Employee Share Purchase Plan   For   For    
Management   21   Authorise Issue of Equity   For   For    
Management   22   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   23   Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment   For   For    
Management   24   Authorise Market Purchase of Ordinary Shares   For   For    
Management   25   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
                     
ING Groep NV                    
Ticker: INGA                    
Country: Netherlands                    
Provider Security ID: N4578E595                    
Meeting Type: Annual                    
Meeting Date: 24-Apr-23                    
Record Date: 27-Mar-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Open Meeting            
Management   2A   Receive Report of Executive Board (Non-Voting)            
Management   2B   Receive Report of Supervisory Board (Non-Voting)            
Management   2C   Approve Remuneration Report   For   For    
Management   2D   Adopt Financial Statements and Statutory Reports   For   For    
Management   3A   Receive Explanation on Dividend and Distribution Policy            
Management   3B   Approve Dividends   For   For    
Management   4A   Approve Discharge of Executive Board   For   For    
Management   4B   Approve Discharge of Supervisory Board   For   For    
Management   5   Ratify KPMG Accountants N.V. (KPMG) as Auditors   For   For    
Management   6   Reelect Tanate Phutrakul to Executive Board   For   For    
Management   7A   Elect Alexandra Reich to Supervisory Board   For   For    
Management   7B   Elect Karl Guha to Supervisory Board   For   For    
Management   7C   Reelect Herna Verhagen to Supervisory Board   For   For    
Management   7D   Reelect Mike Rees to Supervisory Board   For   For    
Management   8A   Grant Board Authority to Issue Shares Up to 40 Percent of Issued Capital   For   For    
Management   8B   Authorize Board to Exclude Preemptive Rights from Share Issuances   For   For    
Management   9   Authorize Repurchase of Up to 10 Percent of Issued Share Capital   For   For    
Management   10   Approve Cancellation of Repurchased Shares Pursuant to the Authority Under Item 9   For   For    
                     
Anglo American Plc                    
Ticker: AAL                    
Country: United Kingdom                    
Provider Security ID: G03764134                    
Meeting Type: Annual                    
Meeting Date: 26-Apr-23                    
Record Date: 24-Apr-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Final Dividend   For   For    
Management   3   Elect Magali Anderson as Director   For   For    
Management   4   Re-elect Stuart Chambers as Director   For   For    
Management   5   Re-elect Duncan Wanblad as Director   For   For    
Management   6   Re-elect Stephen Pearce as Director   For   For    
Management   7   Re-elect Ian Ashby as Director   For   For    
Management   8   Re-elect Marcelo Bastos as Director   For   For    
Management   9   Re-elect Hilary Maxson as Director   For   For    
Management   10   Re-elect Hixonia Nyasulu as Director   For   For    
Management   11   Re-elect Nonkululeko Nyembezi as Director   For   For    
Management   12   Re-elect Ian Tyler as Director   For   For    
Management   13   Reappoint PricewaterhouseCoopers LLP as Auditors   For   For    
Management   14   Authorise Board to Fix Remuneration of Auditors   For   For    
Management   15   Approve Remuneration Policy   For   For    
Management   16   Approve Remuneration Report   For   For    
Management   17   Authorise Issue of Equity   For   For    
Management   18   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   19   Authorise Market Purchase of Ordinary Shares   For   For    
Management   20   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
                     
ASML Holding NV                    
Ticker: ASML                    
Country: Netherlands                    
Provider Security ID: N07059202                    
Meeting Type: Annual                    
Meeting Date: 26-Apr-23                    
Record Date: 29-Mar-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Open Meeting            
Management   2   Discuss the Company's Business, Financial Situation and Sustainability            
Management   3a   Approve Remuneration Report   For   For    
Management   3b   Adopt Financial Statements and Statutory Reports   For   For    
Management   3c   Receive Explanation on Company's Reserves and Dividend Policy            
Management   3d   Approve Dividends   For   For    
Management   4a   Approve Discharge of Management Board   For   For    
Management   4b   Approve Discharge of Supervisory Board   For   For    
Management   5   Approve Number of Shares for Management Board   For   For    
Management   6a   Amend Remuneration Policy for the Supervisory Board   For   For    
Management   6b   Amend Remuneration of the Members of the Supervisory Board   For   For    
Management   7   Receive Information on the Composition of the Management Board and Announce Intention to Appoint W.R. Allan to Management Board            
Management   8   Elect N.S. Andersen to Supervisory Board   For   For    
Management   8b   Elect J.P. de Kreij to Supervisory Board   For   For    
Management   8c   Discuss Composition of the Supervisory Board            
Management   9   Ratify PricewaterhouseCoopers Accountants N.V. as Auditors   For   For    
Management   10a   Grant Board Authority to Issue Shares Up to 5 Percent of Issued Capital Plus Additional 5 Percent in Case of Merger or Acquisition   For   For    
Management   10b   Authorize Board to Exclude Preemptive Rights from Share Issuances   For   For    
Management   11   Authorize Repurchase of Up to 10 Percent of Issued Share Capital   For   For    
Management   12   Authorize Cancellation of Repurchased Shares   For   For    
Management   13   Other Business (Non-Voting)            
Management   14   Close Meeting            
                     
Persimmon Plc                    
Ticker: PSN                    
Country: United Kingdom                    
Provider Security ID: G70202109                    
Meeting Type: Annual                    
Meeting Date: 26-Apr-23                    
Record Date: 24-Apr-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Final Dividend   For   For    
Management   3   Approve Remuneration Policy   For   For    
Management   4   Approve Remuneration Report   For   For    
Management   5   Re-elect Roger Devlin as Director   For   For    
Management   6   Re-elect Dean Finch as Director   For   For    
Management   7   Elect Jason Windsor as Director   For   For    
Management   8   Re-elect Nigel Mills as Director   For   For    
Management   9   Re-elect Annemarie Durbin as Director   For   For    
Management   10   Re-elect Andrew Wyllie as Director   For   For    
Management   11   Re-elect Shirine Khoury-Haq as Director   For   For    
Management   12   Reappoint Ernst & Young LLP as Auditors   For   For    
Management   13   Authorise the Audit & Risk Committee to Fix Remuneration of Auditors   For   For    
Management   14   Authorise UK Political Donations and Expenditure   For   For    
Management   15   Authorise Issue of Equity   For   For    
Management   16   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   17   Authorise Issue of Equity without Pre-emptive Rights  Connection with an Acquisition or Other Capital Investment   For   For    
Management   18   Authorise Market Purchase of Ordinary Shares   For   For    
Management   19   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
                     
AstraZeneca Plc                    
Ticker: AZN                    
Country: United Kingdom                    
Provider Security ID: G0593M107                    
Meeting Type: Annual                    
Meeting Date: 27-Apr-23                    
Record Date: 25-Apr-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Dividends   For   For    
Management   3   Reappoint PricewaterhouseCoopers LLP as Auditors   For   For    
Management   4   Authorise Board to Fix Remuneration of Auditors   For   For    
Management   5a   Re-elect Michel Demare as Director   For   For    
Management   5b   Re-elect Pascal Soriot as Director   For   For    
Management   5c   Re-elect Aradhana Sarin as Director   For   For    
Management   5d   Re-elect Philip Broadley as Director   For   For    
Management   5e   Re-elect Euan Ashley as Director   For   For    
Management   5f   Re-elect Deborah DiSanzo as Director   For   For    
Management   5g   Re-elect Diana Layfield as Director   For   For    
Management   5h   Re-elect Sheri McCoy as Director   For   For    
Management   5i   Re-elect Tony Mok as Director   For   For    
Management   5j   Re-elect Nazneen Rahman as Director   For   For    
Management   5k   Re-elect Andreas Rummelt as Director   For   For    
Management   5l   Re-elect Marcus Wallenberg as Director   For   For    
Management   6   Approve Remuneration Report   For   For    
Management   7   Authorise UK Political Donations and Expenditure   For   For    
Management   8   Authorise Issue of Equity   For   For    
Management   9   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   10   Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment   For   For    
Management   11   Authorise Market Purchase of Ordinary Shares   For   For    
Management   12   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
Management   13   Adopt New Articles of Association   For   For    
                     
AXA SA                    
Ticker: CS                    
Country: France                    
Provider Security ID:  F06106102                    
Meeting Type: Annual/Special                    
Meeting Date: 27-Apr-23                    
Record Date: 25-Apr-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Approve Financial Statements and Statutory Reports   For   For   Votes FOR the approval of the annual accounts are warranted due to the unqualified auditors' opinion and lack of concerns.
Management   2   Approve Consolidated Financial Statements and Statutory Reports   For   For   Votes FOR the approval of the annual accounts are warranted due to the unqualified auditors' opinion and lack of concerns.
Management   3   Approve Allocation of Income and Dividends of EUR 1.70 per Share   For   For    
Management   4   Approve Compensation Report of Corporate Officers   For   For    
Management   5   Approve Compensation of Denis Duverne, Chairman of the Board until April 28, 2022   For   For   Votes FOR these remuneration reports are warranted because they do not raise any significant concern.
Management   6   Approve Compensation of Antoine Gosset-Grainville, Chairman of the Board since April 28, 2022   For   For   Votes FOR these remuneration reports are warranted because they do not raise any significant concern.
Management   7   Approve Compensation of Thomas Buberl, CEO   For   For    
Management   8   Approve Remuneration Policy of CEO   For   For    
Management   9   Approve Remuneration Policy of Chairman of the Board   For   For    
Management   10   Approve Remuneration Policy of Directors   For   For    
Management   11   Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions   For   For    
Management   12   Authorize Repurchase of Up to 10 Percent of Issued Share Capital   For   For    
Management   13   Authorize Capitalization of Reserves of Up to EUR 1 Billion for Bonus Issue or Increase in Par Value   For   For    
Management   14   Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Billion   For   For   Votes FOR are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
Management   15   Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million   For   For   Votes FOR are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
Management   16   Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 500 Million   For   For   Votes FOR are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
Management   17   Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights   For   For   Votes FOR are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
Management   18   Authorize Capital Increase of Up to EUR 500 Million for Future Exchange Offers   For   For   Votes FOR are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
Management   19   Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind   For   For   Votes FOR are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
Management   20   Authorize Issuance of Equity Upon Conversion of a Subsidiary's Equity-Linked Securities without Preemptive Rights for Up to EUR 500 Million   For   For   Votes FOR are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
Management   21   Authorize Issuance of Equity Upon Conversion of a Subsidiary's Equity-Linked Securities with Preemptive Rights for Up to EUR 2 Billion   For   For   Votes FOR are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
Management   22   Authorize Capital Issuances for Use in Employee Stock Purchase Plans   For   For   Votes FOR these proposed authorizations are warranted as they do not raise concerns.
Management   23   Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries   For   For   Votes FOR these proposed authorizations are warranted as they do not raise concerns.
Management   24   Authorize Decrease in Share Capital via Cancellation of Repurchased Shares   For   For    
Management   25   Authorize Filing of Required Documents/Other Formalities   For   For    
                     
Danone SA                    
Ticker: BN                    
Country: France                    
Provider Security ID: F12033134                    
Meeting Type: Annual/Special                    
Meeting Date: 27-Apr-23                    
Record Date: 25-Apr-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Approve Financial Statements and Statutory Reports   For   For    
Management   2   Approve Consolidated Financial Statements and Statutory Reports   For   For    
Management   3   Approve Allocation of Income and Dividends of EUR 2 per Share   For   For    
Management   4   Reelect Valerie Chapoulaud-Floquet as Director   For   For    
Management   5   Reelect Gilles Schnepp as Director   For   For    
Management   6   Ratify Appointment of Gilbert Ghostine as Director Following Resignation of Guido Barilla   For   For    
Management   7   Ratify Appointment of Lise Kingo as Director Following Resignation of Cecile Cabanis   For   For    
Management   8   Approve Compensation Report of Corporate Officers   For   For    
Management   9   Approve Compensation of Antoine de Saint-Affrique, CEO   For   For    
Management   10   Approve Compensation of Gilles Schnepp, Chairman of the Board   For   For    
Management   11   Approve Remuneration Policy of Executive Corporate Officers   For   For    
Management   12   Approve Remuneration Policy of Chairman of the Board   For   For    
Management   13   Approve Remuneration Policy of Directors   For   For    
Management   14   Authorize Repurchase of Up to 10 Percent of Issued Share Capital   For   For    
Management   15   Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 50 Million   For   For    
Management   16   Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights with Binding Priority Right up to Aggregate Nominal Amount of EUR 16.9 Million   For   For    
Management   17   Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Item 16   For   For    
Management   18   Authorize Capital Increase of Up to EUR 16.9 Million for Future Exchange Offers   For   For    
Management   19   Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind   For   For    
Management   20   Authorize Capitalization of Reserves of Up to EUR 42 Million for Bonus Issue or Increase in Par Value   For   For    
Management   21   Authorize Capital Issuances for Use in Employee Stock Purchase Plans   For   For    
Management   22   Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries   For   For    
Management   23   Authorize up to 0.5 Percent of Issued Capital for Use in Restricted Stock Plans with Performance Conditions Attached   For   For    
Management   24   Authorize Decrease in Share Capital via Cancellation of Repurchased Shares   For   For    
Management   25   Authorize Filing of Required Documents/Other Formalities   For   For    
Management   26   Elect Sanjiv Mehta as Director   For   For    
                     
Sandvik Aktiebolag                    
Ticker: SAND                    
Country: Sweden                    
Provider Security ID: W74857165                    
Meeting Type: Annual                    
Meeting Date: 27-Apr-23                    
Record Date: 19-Apr-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Open Meeting            
Management   2   Elect Patrik Marcelius as Chairman of Meeting   For   For    
Management   3   Prepare and Approve List of Shareholders   For   For    
Management   4   Designate Inspector(s) of Minutes of Meeting            
Management   5   Approve Agenda of Meeting   For   For    
Management   6   Acknowledge Proper Convening of Meeting   For   For    
Management   7   Receive Financial Statements and Statutory Reports            
Management   8   Receive President's Report            
Management   9   Accept Financial Statements and Statutory Reports   For   For    
Management   10.1   Approve Discharge of Johan Molin   For   For    
Management   10.2   Approve Discharge of Jennifer Allerton   For   For    
Management   10.3   Approve Discharge of Claes Boustedt   For   For    
Management   10.4   Approve Discharge of Marika Fredriksson   For   For    
Management   10.5   Approve Discharge of Andreas Nordbrandt   For   For    
Management   10.6   Approve Discharge of Helena Stjernholm   For   For    
Management   10.7   Approve Discharge of Stefan Widing   For   For    
Management   10.8   Approve Discharge of Kai Warn   For   For    
Management   10.9   Approve Discharge of Thomas Andersson   For   For    
Management   10.10   Approve Discharge of Thomas Lilja   For   For    
Management   10.11   Approve Discharge of Fredrik Haf   For   For    
Management   10.12   Approve Discharge of Erik Knebel   For   For    
Management   10.13   Approve Discharge of Tomas Karnstrom   For   For    
Management   11   Approve Allocation of Income and Dividends of SEK 5.00 Per Share   For   For    
Management   12   Determine Number of Directors (8) and Deputy Directors (0) of Board; Determine Number of Auditors (1) and Deputy Auditors   For   For    
Management   13   Approve Remuneration of Directors in the Amount of SEK 2.88 Million for Chairman and SEK 770,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration for Auditor   For   For    
Management   14.1   Reelect Jennifer Allerton as Director   For   For    
Management   14.2   Reelect Claes Boustedt as Director   For   For    
Management   14.3   Reelect Marika Fredriksson as Director   For   For    
Management   14.4   Reelect Johan Molin as Director   For   For    
Management   14.5   Reelect Andreas Nordbrandt as Director   For   For    
Management   14.6   Reelect Helena Stjernholm as Director   For   For    
Management   14.7   Reelect Stefan Widing as Director   For   For    
Management   14.8   Reelect Kai Warn as Director   For   For    
Management   15   Reelect Johan Molin as Chair of the Board   For   For    
Management   16   Ratify PricewaterhouseCoopers as Auditors   For   For    
Management   17   Approve Remuneration Report   For   For    
Management   18   Approve Performance Share Matching Plan LTIP 2023 for Key Employees   For   For   Support in my view is warranted because the 3-year vesting still secures mid-term alignment with our shareholder interests, and because the number of managers in the programme is broad at 350, plus the total size of the programme is small
Management   19   Authorize Share Repurchase Program   For   For    
Management   20   Close Meeting            
                     
Veolia Environnement SA                    
Ticker: VIE                    
Country: France                    
Provider Security ID: F9686M107                    
Meeting Type: Annual/Special                    
Meeting Date: 27-Apr-23                    
Record Date: 25-Apr-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Approve Financial Statements and Statutory Reports   For   For   Votes FOR the approval of the annual accounts are warranted due to the unqualified auditors' opinion and lack of concerns.
Management   2   Approve Consolidated Financial Statements and Statutory Reports   For   For   Votes FOR the approval of the annual accounts are warranted due to the unqualified auditors' opinion and lack of concerns.
Management   3   Approve Non-Deductible Expenses   For   For    
Management   4   Approve Allocation of Income and Dividends of EUR 1.12 per Share   For   For    
Management   5   Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions   For   For    
Management   6   Reelect Maryse Aulagnon as Director   For   For   Votes FOR the election and reelection of these independent nominees are warranted in the absence of specific concerns (Item 6 to 9).
Management   7   Elect Olivier Andries as Director   For   For   Votes FOR the election and reelection of these independent nominees are warranted in the absence of specific concerns (Item 6 to 9).
Management   8   Elect Veronique Bedague-Hamilius as Director   For   For   Votes FOR the election and reelection of these independent nominees are warranted in the absence of specific concerns (Item 6 to 9).
Management   9   Elect Francisco Reynes as Director   For   For   Votes FOR the election and reelection of these independent nominees are warranted in the absence of specific concerns (Item 6 to 9).
Management   10   Renew Appointment of Ernst & Young et Autres as Auditor   For   For    
Management   11   Approve Compensation of Antoine Frerot, Chairman and CEO from January 1, 2022 until June 30, 2022   For   For   A vote FOR the remuneration report of Antoine Frérot as former Chair/CEO (item 11) is warranted, although the following concerns are raised: * The 2020 LTI plan is not prorated despite the change in governance, thus allowing post mandate vesting. * There is no disclosure of the level of achievement of performance conditions for the 2019 LTIP plan. Main reason for support is the increased disclosure of the level of achievement of performance conditions for the 2020 LTIP plan and the rationale supporting the absence of prorated vesting for this plan. Vote FOR the remuneration report of Antoine Frérot as Chairman (Item 12) is warranted because it does not raise any significant concerns.
Management   12   Approve Compensation of Antoine Frerot, Chairman of the Board from July 1, 2022 until December 31, 2022   For   For   A vote FOR the remuneration report of Antoine Frérot as former Chair/CEO (item 11) is warranted, although the following concerns are raised: * The 2020 LTI plan is not prorated despite the change in governance, thus allowing post mandate vesting. * There is no disclosure of the level of achievement of performance conditions for the 2019 LTIP plan. Main reason for support is the increased disclosure of the level of achievement of performance conditions for the 2020 LTIP plan and the rationale supporting the absence of prorated vesting for this plan. Vote FOR the remuneration report of Antoine Frérot as Chairman (Item 12) is warranted because it does not raise any significant concerns.
Management   13   Approve Compensation of Estelle Brachlianoff, CEO from July 1, 2022 until December 31, 2022   For   For    
Management   14   Approve Compensation Report of Corporate Officers   For   For    
Management   15   Approve Remuneration Policy of Chairman of the Board   For   For    
Management   16   Approve Remuneration Policy of CEO   For   For    
Management   17   Approve Remuneration Policy of Directors   For   For    
Management   18   Authorize Repurchase of Up to 10 Percent of Issued Share Capital   For   For    
Management   19   Authorize Capital Issuances for Use in Employee Stock Purchase Plans   For   For   Votes FOR are warranted in the absence of any specific concerns.
Management   20   Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees and Corporate Officers of International Subsidiaries   For   For   Votes FOR are warranted in the absence of any specific concerns.
Management   21   Authorize up to 0.35 Percent of Issued Capital for Use in Restricted Stock Plans Reserved for Employees and Corporate Officers With Performance Conditions Attached   For   For    
Management   22   Amend Article 15 of Bylaws Re: Corporate Purpose   For   Against   A vote AGAINST is warranted as this proposal would deprive shareholders of any right of approval on the content or any influence over the future possible evolutions of the corporate purpose of the company by granting the board an exclusive competence to formulate it.
Management   23   Authorize Filing of Required Documents/Other Formalities   For   For    
                     
Bayer AG                    
Ticker: BAYN                    
Country: Germany                    
Provider Security ID: D0712D163                    
Meeting Type: Annual                    
Meeting Date: 28-Apr-23                    
Record Date: 21-Apr-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Receive Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of EUR 2.40 per Share for Fiscal Year 2022   For   For    
Management   2   Approve Discharge of Management Board for Fiscal Year 2022   For   For   Votes FOR the discharge of the management board and the supervisory board are warranted as there is no evidence that the boards did not fulfill their fiduciary duties in the year under review. Nevertheless, concerns are raised regarding the discharge of the supervisory board (Item 3) because: * While the supervisory board did respond to the historic levels of shareholder dissent on last year's remuneration report vote, litigation costs continue to be excluded from the bonus calculation of CEO Werner Baumann, who was directly in charge of the Monsanto acquisition. * Nevertheless, as last year, the most appropriate venue for addressing these concerns is considered to be the say-on-pay resolution (Item 5). * Further, we highlight that in light of the CEO change on June 1, 2023, many of these concerns will likely be mitigated moving forward.
Management   3   Approve Discharge of Supervisory Board for Fiscal Year 2022   For   For   Votes FOR the discharge of the management board and the supervisory board are warranted as there is no evidence that the boards did not fulfill their fiduciary duties in the year under review. Nevertheless, concerns are raised regarding the discharge of the supervisory board (Item 3) because: * While the supervisory board did respond to the historic levels of shareholder dissent on last year's remuneration report vote, litigation costs continue to be excluded from the bonus calculation of CEO Werner Baumann, who was directly in charge of the Monsanto acquisition. * Nevertheless, as last year, the most appropriate venue for addressing these concerns is considered to be the say-on-pay resolution (Item 5). * Further, we highlight that in light of the CEO change on June 1, 2023, many of these concerns will likely be mitigated moving forward.
Management   4.1   Elect Norbert Winkeljohann to the Supervisory Board   For   For   Votes FOR the proposed nominees are warranted.
Management   4.2   Elect Kimberly Mathisen to the Supervisory Board   For   For   Votes FOR the proposed nominees are warranted.
Management   5   Approve Remuneration Report   For   Against   A vote AGAINST the remuneration report is warranted because: * Concerns remain in regard to the CEO's STI being insulated from cash outflow related to litigation in connection with Monsanto. * Legacy contribution-based pension entitlements for the CEO result in contributions that can be considered excessive and are not aligned with the wider workforce or market practice. However, we highlight that in light of the CEO change on June 1, 2023, many of these concerns will likely be mitigated moving forward.
Management   6   Approve Virtual-Only Shareholder Meetings Until 2025   For   For    
Management   7   Amend Articles Re: Participation of Supervisory Board Members in the Annual General Meeting by Means of Audio and Video Transmission   For   For    
Management   8   Ratify Deloitte GmbH as Auditors for Fiscal Year 2023 and for the Review of Interim Financial Reports for the First Half of Fiscal Year 2023   For   For    
Management   9   Voting Instructions for Motions or Nominations by Shareholders that are not Made Accessible Before the AGM and that are Made or Amended in the Course of the AGM   None   Against    
                     
Iberdrola SA                    
Ticker: IBE                    
Country: Spain                    
Provider Security ID: E6165F166                    
Meeting Type: Annual                    
Meeting Date: 28-Apr-23                    
Record Date: 21-Apr-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Approve Consolidated and Standalone Financial Statements   For   For    
Management   2   Approve Consolidated and Standalone Management Reports   For   For    
Management   3   Approve Non-Financial Information Statement   For   For    
Management   4   Approve Discharge of Board   For   For    
Management   5   Amend Preamble and Heading of the Preliminary Title of the Bylaws   For   For    
Management   6   Amend Articles Re: Corporate Structure of the Iberdola Group   For   For    
Management   7   Amend Article 8 Re: Internal Regulations and Compliance System   For   For    
Management   8   Approve Engagement Dividend   For   For    
Management   9   Approve Allocation of Income and Dividends   For   For    
Management   10   Approve Scrip Dividends   For   For    
Management   11   Approve Scrip Dividends   For   For    
Management   12   Approve Reduction in Share Capital via Amortization of Treasury Shares   For   For    
Management   13   Advisory Vote on Remuneration Report   For   For    
Management   14   Approve Restricted Stock Plan   For   For    
Management   15   Reelect Maria Helena Antolin Raybaud as Director   For   For    
Management   16   Ratify Appointment of and Elect Armando Martinez Martinez as Director   For   For    
Management   17   Reelect Manuel Moreu Munaiz as Director   For   For    
Management   18   Reelect Sara de la Rica Goiricelaya as Director   For   For    
Management   19   Reelect Xabier Sagredo Ormaza as Director   For   For    
Management   20   Reelect Jose Ignacio Sanchez Galan as Director   For   For    
Management   21   Fix Number of Directors at 14   For   For    
Management   22   Authorize Board to Ratify and Execute Approved Resolutions   For   For    
                     
Intesa Sanpaolo SpA                    
Ticker: ISP                    
Country: Italy                    
Provider Security ID: T55067101                    
Meeting Type: Annual                    
Meeting Date: 28-Apr-23                    
Record Date: 19-Apr-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1a   Accept Financial Statements and Statutory Reports   For   For    
Management   1b   Approve Allocation of Income   For   For    
Management   2a   Approve Remuneration Policy   For   For    
Management   2b   Approve Second Section of the Remuneration Report   For   For    
Management   2c   Approve Annual Incentive Plan   For   For    
Management   3a   Authorize Share Repurchase Program and Reissuance of Repurchased Shares to Service Incentive Plans   For   For    
Management   3b   Authorize Share Repurchase Program and Reissuance of Repurchased Shares   For   For    
Management   A   Deliberations on Possible Legal Action Against Directors if Presented by Shareholders   None   Against    
                     
Woodside Energy Group Ltd.                    
Ticker: WDS                    
Country: Australia                    
Provider Security ID: Q98327333                    
Meeting Type: Annual                    
Meeting Date: 28-Apr-23                    
Record Date: 26-Apr-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   2a   Elect Ian Macfarlane as Director   For   For    
Management   2b   Elect Larry Archibald as Director   For   For    
Management   2c   Elect Swee Chen Goh as Director   For   For    
Management   2d   Elect Arnaud Breuillac as Director   For   For    
Management   2e   Elect Angela Minas as Director   For   For    
Management   3   Approve Remuneration Report   For   For    
Management   4   Approve Grant of Restricted Shares and Performance Rights to Meg O'Neill   For   For    
Management   5   Approve the Increase in Maximum Aggregate Remuneration of Non-Executive Directors   None   Abstain    
Shareholder   6a   Approve the Amendments to the Company's Constitution   Against   Against    
Shareholder   6b   Approve Contingent Resolution - Capital Protection   Against   Against    
                     
GSK Plc                    
Ticker: GSK                    
Country: United Kingdom                    
Provider Security ID: G3910J179                    
Meeting Type: Annual                    
Meeting Date: 03-May-23                    
Record Date: 28-Apr-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Remuneration Report   For   For    
Management   3   Elect Julie Brown as Director   For   For    
Management   4   Elect Vishal Sikka as Director   For   For    
Management   5   Elect Elizabeth McKee Anderson as Director   For   For    
Management   6   Re-elect Sir Jonathan Symonds as Director   For   For    
Management   7   Re-elect Dame Emma Walmsley as Director   For   For    
Management   8   Re-elect Charles Bancroft as Director   For   For    
Management   9   Re-elect Hal Barron as Director   For   For    
Management   10   Re-elect Anne Beal as Director   For   For    
Management   11   Re-elect Harry Dietz as Director   For   For    
Management   12   Re-elect Jesse Goodman as Director   For   For    
Management   13   Re-elect Urs Rohner as Director   For   For    
Management   14   Reappoint Deloitte LLP as Auditors   For   For    
Management   15   Authorise the Audit & Risk Committee to Fix Remuneration of Auditors   For   For    
Management   16   Approve Amendments to the Remuneration Policy   For   For    
Management   17   Authorise UK Political Donations and Expenditure   For   For    
Management   18   Authorise Issue of Equity   For   For    
Management   19   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   20   Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment   For   For    
Management   21   Authorise Market Purchase of Ordinary Shares   For   For    
Management   22   Approve the Exemption from Statement of the Name of the Senior Statutory Auditor in Published Copies of the Auditors' Reports   For   For    
Management   23   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
                     
Mercedes-Benz Group AG                    
Ticker: MBG                    
Country: Germany                    
Provider Security ID: D1668R123                    
Meeting Type: Annual                    
Meeting Date: 03-May-23                    
Record Date: 28-Apr-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Receive Financial Statements and Statutory Reports for Fiscal Year 2022 (Non-Voting)            
Management   2   Approve Allocation of Income and Dividends of EUR 5.20 per Share   For   For    
Management   3   Approve Discharge of Management Board for Fiscal Year 2022   For   For    
Management   4   Approve Discharge of Supervisory Board for Fiscal Year 2022   For   For    
Management   5.1   Ratify KPMG AG as Auditors for Fiscal Year 2023   For   For    
Management   5.2   Ratify PricewaterhouseCoopers GmbH as Auditors for the 2024 Interim Financial Statements until the 2024 AGM   For   For    
Management   5.3   Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal Year 2024 and for the Review of Interim Financial Statements after the 2024 AGM   For   For    
Management   6   Elect Stefan Pierer to the Supervisory Board   For   For    
Management   7   Approve Remuneration of Supervisory Board   For   For    
Management   8   Approve Remuneration Policy   For   For    
Management   9   Approve Remuneration Report   For   For    
Management   10   Approve Creation of EUR 1 Billion Pool of Authorized Capital with or without Exclusion of Preemptive Rights   For   For    
Management   11   Approve Virtual-Only Shareholder Meetings Until 2025   For   For    
Management   12   Amend Articles Re: Participation of Supervisory Board Members in the Virtual Annual General Meeting by Means of Audio and Video Transmission   For   For    
                     
Unilever Plc                    
Ticker: ULVR                    
Country: United Kingdom                     
Provider Security ID: G92087165                    
Meeting Type: Annual                    
Meeting Date: 03-May-23                    
Record Date: 01-May-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Remuneration Report   For   Abstain    
Management   3   Re-elect Nils Andersen as Director   For   For    
Management   4   Re-elect Judith Hartmann as Director   For   For    
Management   5   Re-elect Adrian Hennah as Director   For   For    
Management   6   Re-elect Alan Jope as Director   For   For    
Management   7   Re-elect Andrea Jung as Director   For   For    
Management   8   Re-elect Susan Kilsby as Director   For   For    
Management   9   Re-elect Ruby Lu as Director   For   For    
Management   10   Re-elect Strive Masiyiwa as Director   For   For    
Management   11   Re-elect Youngme Moon as Director   For   For    
Management   12   Re-elect Graeme Pitkethly as Director   For   For    
Management   13   Re-elect Feike Sijbesma as Director   For   For    
Management   14   Elect Nelson Peltz as Director   For   For    
Management   15   Elect Hein Schumacher as Director   For   For    
Management   16   Reappoint KPMG LLP as Auditors   For   For    
Management   17   Authorise Board to Fix Remuneration of Auditors   For   For    
Management   18   Authorise UK Political Donations and Expenditure   For   For    
Management   19   Authorise Issue of Equity   For   For    
Management   20   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   21   Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment   For   For    
Management   22   Authorise Market Purchase of Ordinary Shares   For   For    
Management   23   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
                     
Holcim Ltd.                    
Ticker: HOLN                    
Country: Switzerland                    
Provider Security ID: H3816Q102                    
Meeting Type: Annual                    
Meeting Date:04-May-23                    
Record Date:                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1.1   Accept Financial Statements and Statutory Reports   For   For    
Management   1.2   Approve Remuneration Report   For   For    
Management   2   Approve Discharge of Board and Senior Management   For   For    
Management   3.1   Approve Allocation of Income   For   For    
Management   3.2   Approve Dividends of CHF 2.50 per Share from Capital Contribution Reserves   For   For    
Management   4.1   Amend Corporate Purpose   For   For    
Management   4.2   Amend Articles Re: Shares and Share Register   For   For    
Management   4.3   Amend Articles of Association (Incl. Approval of Virtual-Only or Hybrid Shareholder Meetings)   For   For    
Management   4.4   Amend Articles Re: Restriction on Share Transferability   For   For    
Management   4.5   Amend Articles Re: Board of Directors; Compensation; External Mandates for Members of the Board of Directors and Executive Committee   For   For    
Management   5.1.1   Reelect Jan Jenisch as Director and Elect as Board Chair   For   For    
Management   5.1.2   Reelect Philippe Block as Director   For   For    
Management   5.1.3   Reelect Kim Fausing as Director   For   For    
Management   5.1.4   Reelect Leanne Geale as Director   For   For    
Management   5.1.5   Reelect Naina Kidwai as Director   For   For    
Management   5.1.6   Reelect Ilias Laeber as Director   For   For    
Management   5.1.7   Reelect Juerg Oleas as Director   For   For    
Management   5.1.8   Reelect Claudia Ramirez as Director   For   For    
Management   5.1.9   Reelect Hanne Sorensen as Director   For   For    
Management   5.2.1   Reappoint Ilias Laeber as Member of the Nomination, Compensation and Governance Committee   For   For    
Management   5.2.2   Reappoint Juerg Oleas as Member of the Nomination, Compensation and Governance Committee   For   For    
Management   5.2.3   Reappoint Claudia Ramirez as Member of the Nomination, Compensation and Governance Committee   For   For    
Management   5.2.4   Reappoint Hanne Sorensen as Member of the Nomination, Compensation and Governance Committee   For   For    
Management   5.3.1   Ratify Ernst & Young AG as Auditors   For   For    
Management   5.3.2   Designate Sabine Burkhalter Kaimakliotis as Independent Proxy   For   For    
Management   6.1   Approve Remuneration of Directors in the Amount of CHF 3 Million   For   For    
Management   6.2   Approve Remuneration of Executive Committee in the Amount of CHF 36 Million   For   For    
Management   7   Approve CHF 80 Million Reduction in Share Capital as Part of the Share Buyback Program via Cancellation of Repurchased Shares   For   For    
Management   8   Approve Climate Report   For   For    
Management   9   Transact Other Business (Voting)   For   Against    
                     
Schneider Electric SE                    
Ticker: SU                    
Country: France                    
Provider Security ID: F86921107                    
Meeting Type: Annual/Special                    
Meeting Date: 04-May-23                    
Record Date: 02-May-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Approve Financial Statements and Statutory Reports   For   For    
Management   2   Approve Consolidated Financial Statements and Statutory Reports   For   For    
Management   3   Approve Treatment of Losses and Dividends of EUR 3.15 per Share   For   For    
Management   4   Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions   For   For   Voting in line with ISS recommendation
Management   5   Approve Compensation Report of Corporate Officers   For   For    
Management   6   Approve Compensation of Jean-Pascal Tricoire, Chairman and CEO   For   For   While the ISS framework is helpful in terms of CEO compensation over the long-term, the contribution of Jean-Pascal Tricoire has been exceptional in his management of Schneider Electric and I am inclined to vote in favour on this occasion. The company (and potentially shareholders) would certainly benefit from his ongoing involvement through the transition process.
Management   7   Approve Remuneration Policy of Jean-Pascal Tricoire, Chairman and CEO fom January 1, 2023 until May 3, 2023   For   For    
Management   8   Approve Remuneration Policy of Peter Herweck, CEO since May 4, 2023   For   For    
Management   9   Approve Remuneration Policy of Jean-Pascal Tricoire, Chairman of the Board since May 4, 2023   For   For    
Management   10   Approve Remuneration of Directors in the Aggregate Amount of EUR 2.8 Million   For   For    
Management   11   Approve Remuneration Policy of Directors   For   For    
Management   12   Reelect Leo Apotheker as Director   For   For    
Management   13   Reelect Gregory Spierkel as Director   For   For    
Management   14   Reelect Lip-Bu Tan as Director   For   For    
Management   15   Elect Abhay Parasnis as Director   For   For    
Management   16   Elect Giulia Chierchia as Director   For   For    
Management   17   Approve Company's Climate Transition Plan   For   For    
Management   18   Authorize Repurchase of Up to 10 Percent of Issued Share Capital   For   For    
Management   19   Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 800 Million   For   For    
Management   20   Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 224 Million   For   For    
Management   21   Approve Issuance of Equity or Equity-Linked Securities for Private Placements up to Aggregate Nominal Amount of EUR 120 Million   For   For    
Management   22   Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 19-21   For   For    
Management   23   Authorize Capital Increase of up to 9.81 Percent of Issued Capital for Contributions in Kind   For   For    
Management   24   Authorize Capitalization of Reserves of Up to EUR 800 Million for Bonus Issue or Increase in Par Value   For   For    
Management   25   Authorize Capital Issuances for Use in Employee Stock Purchase Plans   For   For    
Management   26   Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries   For   For    
Management   27   Authorize Decrease in Share Capital via Cancellation of Repurchased Shares   For   For    
Management   28   Authorize Filing of Required Documents/Other Formalities   For   For    
                     
Direct Line Insurance Group Plc                    
Ticker: DLG                    
Country: United Kingdom                    
Provider Security ID: G2871V114                    
Meeting Type: Annual                    
Meeting Date: 09-May-23                    
Record Date: 04-May-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Remuneration Report   For   For    
Management   3   Approve Remuneration Policy   For   For    
Management   4   Elect Mark Lewis as Director   For   For    
Management   5   Re-elect Tracy Corrigan as Director   For   For    
Management   6   Re-elect Danuta Gray as Director   For   For    
Management   7   Re-elect Mark Gregory as Director   For   For    
Management   8   Re-elect Sebastian James as Director   For   For    
Management   9   Re-elect Adrian Joseph as Director   For   For    
Management   10   Re-elect Neil Manser as Director   For   For    
Management   11   Re-elect Fiona McBain as Director   For   For    
Management   12   Re-elect Gregor Stewart as Director   For   For    
Management   13   Re-elect Richard Ward as Director   For   For    
Management   14   Reappoint Deloitte LLP as Auditors   For   For    
Management   15   Authorise the Audit Committee to Fix Remuneration of Auditors   For   For    
Management   16   Authorise UK Political Donations and Expenditure   For   For    
Management   17   Authorise Issue of Equity   For   For    
Management   18   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   19   Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment   For   For    
Management   20   Authorise Market Purchase of Ordinary Shares   For   For    
Management   21   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
Management   22   Authorise Issue of Equity in Relation to an Issue of RT1 Instruments   For   For    
Management   23   Authorise Issue of Equity without Pre-emptive Rights in Relation to an Issue of RT1 Instruments   For   For    
                     
Enel SpA                    
Ticker: ENEL                    
Country: Italy                    
Provider Security ID: T3679P115                    
Meeting Type: Annual                    
Meeting Date: 10-May-23                    
Record Date: 28-Apr-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Allocation of Income   For   For    
Management   3   Authorize Share Repurchase Program and Reissuance of Repurchased Shares   For   For    
Management   4   Fix Number of Directors   For   For    
Management   5   Fix Board Terms for Directors   For   For    
Shareholder   6.1   Slate 1 Submitted by Ministry of Economy and Finance   None   Against    
Shareholder   6.2   Slate 2 Submitted by Institutional Investors (Assogestioni)   None   For    
Shareholder   6.3   Slate 3 Submitted by Covalis Capital LLP and Covalis (Gibraltar) Ltd.   None   Against    
Shareholder   7.1   Elect Paolo Scaroni as Board Chair   None   For    
Shareholder   7.2   Elect Marco Mazzucchelli as Board Chair   None   Against    
Management   8   Approve Remuneration of Directors   For   For    
Management   9   Approve Long Term Incentive Plan 2023   For   For    
Management   10.1   Approve Remuneration Policy   For   For    
Management   10.2   Approve Second Section of the Remuneration Report   For   For    
Management   A   Deliberations on Possible Legal Action Against Directors if Presented by Shareholders   None   Against    
                     
Telenor ASA                    
Ticker: TEL                    
Country: Norway                    
Provider Security ID: R21882106                    
Meeting Type: Annual                    
Meeting Date: 10-May-23                    
Record Date: 03-May-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Open Meeting            
Management   2   Registration of Attending Shareholders and Proxies            
Management   3   Approve Notice of Meeting and Agenda   For   Do Not Vote    
Management   4   Designate Inspector(s) of Minutes of Meeting   For   Do Not Vote    
Management   5   Receive Chairman's Report            
Management   6   Accept Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 9.40 Per Share   For   Do Not Vote    
Management   7   Approve Remuneration of Auditors   For   Do Not Vote    
Management   8   Approve Company's Corporate Governance Statement            
Management   9.1   Approve Remuneration Policy And Other Terms of Employment For Executive Management   For   Do Not Vote    
Management   9.2   Approve Remuneration Statement   For   Do Not Vote    
Management   10   Approve Equity Plan Financing Through Repurchase of Shares   For   Do Not Vote    
Management   11   Amend Articles Re: Notice of Attendance to General Meeting   For   Do Not Vote    
Management   12.1   Elect Nils Bastiansen as Member of Corporate Assembly   For   Do Not Vote    
Management   12.2   Elect Marianne Bergmann Roren as Member of Corporate Assembly   For   Do Not Vote    
Management   12.3   Elect Kjetil Houg as Member of Corporate Assembly   For   Do Not Vote    
Management   12.4   Elect John Gordon Bernander as Member of Corporate Assembly   For   Do Not Vote    
Management   12.5   Elect Heidi Finskas as Member of Corporate Assembly   For   Do Not Vote    
Management   12.6   Elect Widar Salbuvik as Member of Corporate Assembly   For   Do Not Vote    
Management   12.7   Elect Silvija Seres as Member of Corporate Assembly   For   Do Not Vote    
Management   12.8   Elect Lisbeth Karin Naero as Member of Corporate Assembly   For   Do Not Vote    
Management   12.9   Elect Trine Saether Romuld as Member of Corporate Assembly   For   Do Not Vote    
Management   12.10   Elect Maalfrid Brath as Member of Corporate Assembly   For   Do Not Vote    
Management   12.11   Elect Elin Myrmel-Johansen as Deputy Member of Corporate Assembly   For   Do Not Vote    
Management   12.12   Elect Randi Marjamaa as Deputy Member of Corporate Assembly   For   Do Not Vote    
Management   12.13   Elect Anette Hjerto as Deputy Member of Corporate Assembly   For   Do Not Vote    
Management   13.1   Elect Jan Tore Fosund as Member of Nominating Committee   For   Do Not Vote    
Management   13.2   Elect Anette Hjerto as Member of Nominating Committee   For   Do Not Vote    
Management   14   Approve Remuneration of Corporate Assembly and Nominating Committee   For   Do Not Vote    
Management   15.1   Approve Remuneration of Nominating Committee   For   Do Not Vote    
Shareholder   15.2   Approve Remuneration of Nominating Committee (Alternative Resolution)   None   Do Not Vote    
Management   16   Close Meeting            
                     
SAP SE                    
Ticker: SAP                    
Country: Germany                    
Provider Security ID: D66992104                    
Meeting Type: Annual                    
Meeting Date: 11-May-23                    
Record Date: 19-Apr-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Receive Financial Statements and Statutory Reports for Fiscal Year 2022 (Non-Voting)            
Management   2   Approve Allocation of Income and Dividends of EUR 2.05 per Share   For   For    
Management   3   Approve Discharge of Management Board for Fiscal Year 2022   For   For    
Management   4   Approve Discharge of Supervisory Board for Fiscal Year 2022   For   For    
Management   5   Approve Remuneration Report   For   For    
Management   6   Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares   For   For    
Management   7   Authorize Use of Financial Derivatives when Repurchasing Shares   For   For    
Management   8.1   Elect Jennifer Xin-Zhe Li to the Supervisory Board   For   For    
Management   8.2   Elect Qi Lu to the Supervisory Board   For   For    
Management   8.3   Elect Punit Renjen to the Supervisory Board   For   For    
Management   9   Approve Remuneration Policy for the Management Board   For   For    
Management   10   Approve Remuneration Policy for the Supervisory Board   For   For    
Management   11.1   Approve Virtual-Only Shareholder Meetings Until 2025   For   For    
Management   11.2   Amend Articles Re: Participation of Supervisory Board Members in the Virtual Annual General Meeting by Means of Audio and Video Transmission   For   For    
                     
Amundi SA                    
Ticker: AMUN                    
Country: France                    
Provider Security ID: F0300Q103                    
Meeting Type: Annual/Special                    
Meeting Date: 12-May-23                    
Record Date: 10-May-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Approve Financial Statements and Statutory Reports   For   For    
Management   2   Approve Consolidated Financial Statements and Statutory Reports   For   For    
Management   3   Approve Allocation of Income and Dividends of EUR 4.10 per Share   For   For    
Management   4   Approve Transaction with Nicolas Calcoen and Amundi Asset Management Re: Suspension of Work Contract   For   Abstain    
Management   5   Approve Compensation Report   For   For    
Management   6   Approve Compensation of Yves Perrier, Chairman of the Board   For   For    
Management   7   Approve Compensation of Valerie Baudson, CEO   For   For    
Management   8   Approve Compensation of Nicolas Calcoen, Vice-CEO Since April 1, 2022   For   For    
Management   9   Approve Remuneration Policy of Directors   For   For    
Management   10   Approve Remuneration Policy of Chairman of the Board   For   For    
Management   11   Approve Remuneration Policy of CEO   For   For    
Management   12   Approve Remuneration Policy of Vice-CEO   For   For    
Management   13   Advisory Vote on the Aggregate Remuneration Granted in 2022 to Senior Management, Responsible Officers and Regulated Risk-Takers   For   For    
Management   14   Ratify Appointement of Philippe Brassac as Director   For   For    
Management   15   Ratify Appointement of Nathalie Wright as Director   For   For    
Management   16   Reelect Laurence Danon-Arnaud as Director   For   For    
Management   17   Reelect Christine Gandon as Director   For   For    
Management   18   Reelect Helene Molinari as Director   For   For    
Management   19   Reelect Christian Rouchon as Director   For   Against    
Management   20   Approve Report on Progress of Company's Climate Transition Plan (Advisory)   For   For    
Management   21   Authorize Repurchase of Up to 10 Percent of Issued Share Capital   For   For    
Management   22   Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to 10 Percent of Issued Capital   For   For    
Management   23   Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind   For   For    
Management   24   Authorize Capital Issuances for Use in Employee Stock Purchase Plans   For   For    
Management   25   Authorize up to 2 Percent of Issued Capital for Use in Restricted Stock Plans Reserved for Employees and Corporate Officers With Performance Conditions Attached   For   For    
Management   26   Authorize Decrease in Share Capital via Cancellation of Repurchased Shares   For   For    
Management   27   Authorize Filing of Required Documents/Other Formalities   For   For    
                     
Tele2 AB                    
Ticker: TEL2.B                    
Country: Sweden                    
Provider Security ID: W95878166                    
Meeting Type: Annual                    
Meeting Date: 15-May-23                    
Record Date: 05-May-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Open Meeting            
Management   2   Elect Chairman of Meeting   For   For   These are routine meeting formalities.
Management   3   Prepare and Approve List of Shareholders            
Management   4   Approve Agenda of Meeting   For   For   These are routine meeting formalities.
Management   5   Designate Inspector(s) of Minutes of Meeting            
Management   6   Acknowledge Proper Convening of Meeting   For   For   These are routine meeting formalities.
Management   7   Receive President's Report            
Management   8   Receive CEO's Report            
Management   9   Receive Financial Statements and Statutory Reports            
Management   10   Accept Financial Statements and Statutory Reports   For   For    
Management   11   Approve Allocation of Income and Ordinary Dividends of SEK 6.80 Per Share   For   For    
Management   12.a   Approve Discharge of Carla Smits-Nusteling   For   For   A vote FOR these proposals is warranted as there is no evidence that the board directors or the CEO have not fulfilled their fiduciary duties.
Management   12.b   Approve Discharge of Andrew Barron   For   For   A vote FOR these proposals is warranted as there is no evidence that the board directors or the CEO have not fulfilled their fiduciary duties.
Management   12.c   Approve Discharge of Stina Bergfors   For   For   A vote FOR these proposals is warranted as there is no evidence that the board directors or the CEO have not fulfilled their fiduciary duties.
Management   12.d   Approve Discharge of Georgi Ganev   For   For   A vote FOR these proposals is warranted as there is no evidence that the board directors or the CEO have not fulfilled their fiduciary duties.
Management   12.e   Approve Discharge of CEO Kjell Johnsen   For   For   A vote FOR these proposals is warranted as there is no evidence that the board directors or the CEO have not fulfilled their fiduciary duties.
Management   12.f   Approve Discharge of Sam Kini   For   For   A vote FOR these proposals is warranted as there is no evidence that the board directors or the CEO have not fulfilled their fiduciary duties.
Management   12.g   Approve Discharge of Eva Lindqvist   For   For   A vote FOR these proposals is warranted as there is no evidence that the board directors or the CEO have not fulfilled their fiduciary duties.
Management   12.h   Approve Discharge of Lars-Ake Norling   For   For   A vote FOR these proposals is warranted as there is no evidence that the board directors or the CEO have not fulfilled their fiduciary duties.
Management   13   Determine Number of Members (6) and Deputy Members (0) of Board   For   For    
Management   14.a   Approve Remuneration of Directors in the Amount of SEK 1.8 Million for Chair and SEK 660,000 for Other Directors; Approve Remuneration of Committee Work   For   For    
Management   14.b   Approve Remuneration of Auditors   For   For    
Management   15.a   Reelect Andrew Barron as Director   For   For   A vote FOR these proposals is warranted due to a lack of concern regarding the board and its committees.
Management   15.b   Reelect Stina Bergfors as Director   For   For   A vote FOR these proposals is warranted due to a lack of concern regarding the board and its committees.
Management   15.c   Reelect Georgi Ganev as Director   For   For   A vote FOR these proposals is warranted due to a lack of concern regarding the board and its committees.
Management   15.d   Reelect Sam Kini as Director   For   For   A vote FOR these proposals is warranted due to a lack of concern regarding the board and its committees.
Management   15.e   Reelect Eva Lindqvist as Director   For   For   A vote FOR these proposals is warranted due to a lack of concern regarding the board and its committees.
Management   15.f   Reelect Lars-Ake Norling as Director   For   For   A vote FOR these proposals is warranted due to a lack of concern regarding the board and its committees.
Management   16   Elect Andrew Barron as Board Chair   For   For    
Management   17   Approve Remuneration Policy And Other Terms of Employment For Executive Management   For   For    
Management   18   Approve Remuneration Report   For   For    
Management   19.a   Approve Performance Share Matching Plan LTI 2023   For   For    
Management   19.b   Approve Equity Plan Financing Through Issuance of Class C Shares   For   For   A vote FOR is warranted as the proposed decisions would fund an equity remuneration plan that does not raise concerns.
Management   19.c   Approve Equity Plan Financing Through Repurchase of Class C Shares   For   For   A vote FOR is warranted as the proposed decisions would fund an equity remuneration plan that does not raise concerns.
Management   19.d   Approve Equity Plan Financing Through Transfer of Class B Shares to Participants   For   For   A vote FOR is warranted as the proposed decisions would fund an equity remuneration plan that does not raise concerns.
Management   19.e   Approve Equity Plan Financing Through Reissuance of Class B Shares   For   For   A vote FOR is warranted as the proposed decisions would fund an equity remuneration plan that does not raise concerns.
Management   19.f   Authorize Share Swap Agreement   For   Against   A vote AGAINST this item is warranted, as it would entail unnecessary additional costs relative to Item 19.d, while lowering the majority requirement compared to the primary financing alternative.
Management   20   Authorize Share Repurchase Program   For   For    
Shareholder   21.a   Investigate if Current Board Members and Leadership Team Fulfil Relevant Legislative and Regulatory Requirements, as well as the Demands of the Public Opinions' Ethical Values   None   Against   A vote AGAINST these proposals is warranted as there are no apparent legal or regulatory concerns within the management of the company.
Shareholder   21.b   In the Event that the Investigation Clarifies that there is Need, Relevant Measures Shall be Taken to Ensure that the Requirements are Fulfilled   None   Against   A vote AGAINST these proposals is warranted as there are no apparent legal or regulatory concerns within the management of the company.
Shareholder   21.c   The Investigation and Any Measures Should be Presented as soon as possible, however Not Later than AGM 2024   None   Against   A vote AGAINST these proposals is warranted as there are no apparent legal or regulatory concerns within the management of the company.
Management   22   Close Meeting            
                     
BNP Paribas SA                    
Ticker: BNP                    
Country: France                    
Provider Security ID: F1058Q238                    
Meeting Type: Annual/Special                    
Meeting Date: 16-May-23                    
Record Date: 12-May-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Approve Financial Statements and Statutory Reports   For   For    
Management   2   Approve Consolidated Financial Statements and Statutory Reports   For   For    
Management   3   Approve Allocation of Income and Dividends of EUR 3.90 per Share   For   For    
Management   4   Approve Auditors' Special Report on Related-Party Transactions   For   For    
Management   5   Authorize Repurchase of Up to 10 Percent of Issued Share Capital   For   For    
Management   6   Reelect Jean Lemierre as Director   For   For    
Management   7   Reelect Jacques Aschenbroich as Director   For   For    
Management   8   Reelect Monique Cohen as Director   For   For    
Management   9   Reelect Daniela Schwarzer as Director   For   For    
Management   10   Approve Remuneration Policy of Directors   For   For    
Management   11   Approve Remuneration Policy of Chairman of the Board   For   For    
Management   12   Approve Remuneration Policy of CEO and Vice-CEOs   For   For    
Management   13   Approve Compensation Report of Corporate Officers   For   For    
Management   14   Approve Compensation of Jean Lemierre, Chairman of the Board   For   For    
Management   15   Approve Compensation of Jean-Laurent Bonnafe, CEO   For   For    
Management   16   Approve Compensation of Yann Gerardin, Vice-CEO   For   For    
Management   17   Approve Compensation of Thierry Laborde, Vice-CEO   For   For    
Management   18   Approve the Overall Envelope of Compensation of Certain Senior Management, Responsible Officers and the Risk-takers   For   For    
Management   19   Approve Issuance of Super-Subordinated Contigent Convertible Bonds without Preemptive Rights for Private Placements, up to 10 Percent of Issued Capital   For   For    
Management   20   Authorize Capital Issuances for Use in Employee Stock Purchase Plans   For   For    
Management   21   Authorize Decrease in Share Capital via Cancellation of Repurchased Shares   For   For    
Management   22   Amend Article 14 of Bylaws Re: Age Limit of Chairman of the Board   For   For    
Management   23   Authorize Filing of Required Documents/Other Formalities   For   For    
                     
Coca-Cola HBC AG                    
Ticker: CCH                    
Country: Switzerland                    
Provider Security ID: H1512E100                    
Meeting Type: Annual                    
Meeting Date: 17-May-23                    
Record Date: 15-May-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2.1   Approve Treatment of Net Loss   For   For    
Management   2.2   Approve Dividend from Reserves   For   For    
Management   3   Approve Discharge of Board and Senior Management   For   For    
Management   4.1.1   Re-elect Anastassis David as Director and as Board Chairman   For   For    
Management   4.1.2   Re-elect Zoran Bogdanovic as Director   For   For    
Management   4.1.3   Re-elect Charlotte Boyle as Director and as Member of the Remuneration Committee   For   For   Voting For Rem Report this time so not going to vote against the Chair of Rem Co
Management   4.1.4   Re-elect Reto Francioni as Director and as Member of the Remuneration Committee   For   For    
Management   4.1.5   Re-elect Olusola David-Borha as Director   For   For    
Management   4.1.6   Re-elect William Douglas III as Director   For   For    
Management   4.1.7   Re-elect Anastasios Leventis as Director   For   For    
Management   4.1.8   Re-elect Christodoulos Leventis as Director   For   For    
Management   4.1.9   Re-elect Alexandra Papalexopoulou as Director   For   For    
Management   4.1.A   Re-elect Anna Diamantopoulou as Director and as Member of the Remuneration Committee   For   For    
Management   4.1.B   Re-elect Henrique Braun as Director   For   For    
Management   4.2.1   Elect George Leventis as Director   For   For    
Management   4.2.2   Elect Evguenia Stoitchkova as Director   For   For    
Management   5   Designate Ines Poeschel as Independent Proxy   For   For    
Management   6.1   Reappoint PricewaterhouseCoopers AG as Auditors   For   For    
Management   6.2   Advisory Vote on Reappointment of the Independent Registered Public Accounting Firm PricewaterhouseCoopers SA for UK Purposes   For   For    
Management   7   Approve UK Remuneration Report   For   For   The increase in the FY23 PSP award from 330% of base to 450% is allowed under the Rem Policy under exceptional circumstances.   Given the company has been able to grow earnings in FY22 despite surging cost inflation and the war in Ukraine materially impacting 20% of its business is a testament to how good the CEO is.  Also the increase comes with stretched targets which aligns well with shareholders and the 450% level is not out of line with the median of the FTSE 100.  On the FY20 PSP vesting, the Board aren’t gaming anything here and while the management team will benefit from the shares initially being issued at a low share price because of the pandemic its not vesting in full and arguably previous PSP payouts have been impacted from the pandemic.
Management   8   Approve Remuneration Policy   For   For    
Management   9   Approve Swiss Remuneration Report   For   For   The increase in the FY23 PSP award from 330% of base to 450% is allowed under the Rem Policy under exceptional circumstances.   Given the company has been able to grow earnings in FY22 despite surging cost inflation and the war in Ukraine materially impacting 20% of its business is a testament to how good the CEO is.  Also the increase comes with stretched targets which aligns well with shareholders and the 450% level is not out of line with the median of the FTSE 100.  On the FY20 PSP vesting, the Board aren’t gaming anything here and while the management team will benefit from the shares initially being issued at a low share price because of the pandemic its not vesting in full and arguably previous PSP payouts have been impacted from the pandemic.
Management   10.1   Approve Maximum Aggregate Amount of Remuneration for Directors   For   For    
Management   10.2   Approve Maximum Aggregate Amount of Remuneration for the Executive Leadership Team   For   For    
Management   11   Authorise Market Purchase of Ordinary Shares   For   For    
Management   12   Transact Other Business (Voting)   For   Against   Voting inline with ISS
                     
Legal & General Group Plc                    
Ticker: LGEN                    
Country: United Kingdom                    
Provider Security ID: G54404127                    
Meeting Type: Annual                    
Meeting Date: 18-May-23                    
Record Date: 16-May-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Final Dividend   For   For    
Management   3   Approve Climate Transition Plan   For   For    
Management   4   Elect Carolyn Johnson as Director   For   For    
Management   5   Elect Tushar Morzaria as Director   For   For    
Management   6   Re-elect Henrietta Baldock as Director   For   For    
Management   7   Re-elect Nilufer Von Bismarck as Director   For   For    
Management   8   Re-elect Philip Broadley as Director   For   For    
Management   9   Re-elect Jeff Davies as Director   For   For    
Management   10   Re-elect Sir John Kingman as Director   For   For    
Management   11   Re-elect Lesley Knox as Director   For   For    
Management   12   Re-elect George Lewis as Director   For   For    
Management   13   Re-elect Ric Lewis as Director   For   For    
Management   14   Re-elect Laura Wade-Gery as Director   For   For    
Management   15   Re-elect Sir Nigel Wilson as Director   For   For    
Management   16   Reappoint KPMG LLP as Auditors   For   For    
Management   17   Authorise the Audit Committee to Fix Remuneration of Auditors   For   For    
Management   18   Approve Remuneration Policy   For   For    
Management   19   Approve Remuneration Report   For   For    
Management   20   Approve Increase in Limit on the Aggregate Amount of Fees Payable to Directors   For   For    
Management   21   Authorise Issue of Equity   For   For    
Management   22   Authorise Issue of Equity in Connection with the Issue of Contingent Convertible Securities   For   For    
Management   23   Authorise UK Political Donations and Expenditure   For   For    
Management   24   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   25   Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment   For   For    
Management   26   Authorise Issue of Equity without Pre-emptive Rights in Connection with the Issue of Contingent Convertible Securities   For   For    
Management   27   Authorise Market Purchase of Ordinary Shares   For   For    
Management   28   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
                     
St. James's Place Plc                    
Ticker: STG                    
Country: United Kingdom                    
Provider Security ID: G5005D124                    
Meeting Type: Annual                    
Meeting Date: 18-May-23                    
Record Date: 16-May-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Final Dividend   For   For    
Management   3   Approve Remuneration Policy   For   For    
Management   4   Approve Remuneration Report   For   For   We disagree with ISS’ interpretation of remuneration fairness for the 2020 LTIP award which is vesting this year and voting with the board’s recommendation. While the share price at the time of award was lower than it had been in the past, it is important to think about longer term cycles of reward. For example, as the company point out there are other dates of award when the share price was elevated and there was no expectation then of the number of shares being adjusted. Additionally, the management team had shares vesting in 2020 from previous LTIP schemes and associated lock-ups, which became available for sale at the low levels in the spring of that year. There were also zero bonuses awarded for 2020, despite management being eligible for some payment as a result on non-financial metric performance that year. It should be remembered that the company also did not take any Covid support payment. As the executive team have been in place for a long time these broader factors should be taken into account and not dismissed out of hand as ISS appear to have done
Management   5   Re-elect Andrew Croft as Director   For   For    
Management   6   Re-elect Craig Gentle as Director   For   For    
Management   7   Re-elect Emma Griffin as Director   For   For    
Management   8   Re-elect Rosemary Hilary as Director   For   For    
Management   9   Re-elect Lesley-Ann Nash as Director   For   For    
Management   10   Re-elect Paul Manduca as Director   For   For    
Management   11   Re-elect John Hitchins as Director   For   For    
Management   12   Elect Dominic Burke as Director   For   For    
Management   13   Reappoint PricewaterhouseCoopers LLP as Auditors   For   For    
Management   14   Authorise the Group Audit Committee to Fix Remuneration of Auditors   For   For    
Management   15   Authorise Issue of Equity   For   For    
Management   16   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   17   Authorise Market Purchase of Ordinary Shares   For   For    
Management   18   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
                     
Vistry Group Plc                    
Ticker: VTY                    
Country: United Kingdom                    
Provider Security ID: G9424B107                    
Meeting Type: Annual                    
Meeting Date: 18-May-23                    
Record Date: 16-May-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Remuneration Report   For   For   The approach by the RemCo seems reasonable and pragmatic given the strong underlying performance of the company.  The EPS element of the LTIP was based on cumulative earnings which have been significantly impacted from the pandemic in 2020.  Adj absolute EPS were significantly higher in 2022 than 2019 so the management team deserve credit for growing earnings over that period.  The EPS element of the LTIP has been zero for the last 2 years so it feels harsh to penalise the management team a third time for the same external event.  Also the EPS vesting level is at less than 25% of the LTIP potential and at approx. £230k for the CEO which isn’t that significant verses the size of the company.
Management   3   Approve Final Dividend   For   For    
Management   4   Re-elect Ralph Findlay as Director   For   For    
Management   5   Re-elect Margaret Browne as Director   For   For    
Management   6   Re-elect Ashley Steel as Director (Withdrawn)            
Management   7   Re-elect Gregory Fitzgerald as Director   For   For    
Management   8   Re-elect Earl Sibley as Director   For   For    
Management   9   Elect Timothy Lawlor as Director   For   For    
Management   10   Elect Rowan Baker as Director   For   For    
Management   11   Elect Jeffrey Ubben as Director   For   For    
Management   12   Reappoint PricewaterhouseCoopers LLP as Auditors   For   For    
Management   13   Authorise Board to Fix Remuneration of Auditors   For   For    
Management   14   Authorise UK Political Donations and Expenditure   For   For    
Management   15   Authorise Issue of Equity   For   For    
Management   16   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   17   Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment   For   For    
Management   18   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
Management   19   Authorise Market Purchase of Ordinary Shares   For   For    
                     
M&G Plc                    
Ticker: MNG                    
Country: United Kingdom                    
Provider Security ID: G6107R102                    
Meeting Type: Annual                    
Meeting Date: 24-May-23                    
Record Date: 22-May-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Remuneration Policy   For   For    
Management   3   Approve Remuneration Report   For   For    
Management   4   Elect Andrea Rossi as Director   For   For    
Management   5   Re-elect Clive Adamson as Director   For   For    
Management   6   Re-elect Edward Braham as Director   For   For    
Management   7   Re-elect Clare Chapman as Director   For   For    
Management   8   Re-elect Fiona Clutterbuck as Director            
Management   9   Re-elect Kathryn McLeland as Director   For   For    
Management   10   Re-elect Debasish Sanyal as Director   For   For    
Management   11   Re-elect Clare Thompson as Director   For   For    
Management   12   Re-elect Massimo Tosato as Director   For   For    
Management   13   Reappoint PricewaterhouseCoopers LLP as Auditors   For   For    
Management   14   Authorise the Audit Committee to Fix Remuneration of Auditors   For   For    
Management   15   Authorise UK Political Donations and Expenditure   For   For    
Management   16   Authorise Issue of Equity   For   For    
Management   17   Authorise Issue of Equity in Connection with the Issue of Mandatory Convertible Securities   For   For    
Management   18   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   19   Authorise Issue of Equity without Pre-emptive Rights in Connection with the Issue of Mandatory Convertible Securities   For   For    
Management   20   Authorise Market Purchase of Ordinary Shares   For   For    
Management   21   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
                     
Repsol SA                    
Ticker: REP                    
Country: Spain                    
Provider Security ID: E8471S130                    
Meeting Type: Annual                    
Meeting Date: 24-May-23                    
Record Date: 19-May-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Approve Consolidated and Standalone Financial Statements   For   For    
Management   2   Approve Allocation of Income and Dividends   For   For   JHI will generally vote in favor of proposals relating to the issuance of dividends.
Management   3   Approve Non-Financial Information Statement   For   For    
Management   4   Approve Discharge of Board   For   For    
Management   5   Renew Appointment of PricewaterhouseCoopers as Auditor   For   For    
Management   6   Approve Dividends Charged Against Reserves   For   For   JHI will generally vote in favor of proposals relating to the issuance of dividends.
Management   7   Approve Reduction in Share Capital via Amortization of Treasury Shares   For   For   Janus will generally vote with management regarding the repurchase of shares and cancellation of repurchased shares.
Management   8   Approve Reduction in Share Capital via Amortization of Treasury Shares   For   For   Janus will generally vote with management regarding the repurchase of shares and cancellation of repurchased shares.
Management   9   Authorize Issuance of Non-Convertible Bonds/Debentures and/or Other Debt Securities Exchangeable for Issued Shares for up to EUR 15 Billion   For   For    
Management   10   Reelect Antonio Brufau Niubo as Director   For   For    
Management   11   Reelect Josu Jon Imaz San Miguel as Director   For   For    
Management   12   Reelect Aranzazu Estefania Larranaga as Director   For   For    
Management   13   Reelect Maria Teresa Garcia-Mila Lloveras as Director   For   For    
Management   14   Reelect Henri Philippe Reichstul as Director   For   For    
Management   15   Reelect John Robinson West as Director   For   For    
Management   16   Ratify Appointment of and Elect Manuel Manrique Cecilia as Director   For   For    
Management   17   Elect Maria del Pino Velazquez Medina as Director   For   For    
Management   18   Advisory Vote on Remuneration Report   For   For    
Management   19   Approve Remuneration Policy   For   For    
Management   20   Approve Share Matching Plan   For   For    
Management   21   Authorize Board to Ratify and Execute Approved Resolutions   For   For    
                     
Sanofi                    
Ticker: SAN                    
Country: France                    
Provider Security ID: F5548N101                    
Meeting Type: Annual/Special                    
Meeting Date: 25-May-23                    
Record Date: 23-May-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Approve Financial Statements and Statutory Reports   For   For    
Management   2   Approve Consolidated Financial Statements and Statutory Reports   For   For    
Management   3   Approve Allocation of Income and Dividends of EUR 3.56 per Share   For   For    
Management   4   Elect Frederic Oudea as Director   For   For    
Management   5   Approve Compensation Report of Corporate Officers   For   For    
Management   6   Approve Compensation of Serge Weinberg, Chairman of the Board   For   For    
Management   7   Approve Compensation of Paul Hudson, CEO   For   For    
Management   8   Approve Remuneration of Directors in the Aggregate Amount of EUR 2.5 Million   For   For    
Management   9   Approve Remuneration Policy of Directors   For   For    
Management   10   Approve Remuneration Policy of Chairman of the Board   For   For    
Management   11   Approve Remuneration Policy of CEO   For   For    
Management   12   Renew Appointment of PricewaterhouseCoopers Audit as Auditor   For   For    
Management   13   Ratify Change Location of Registered Office to 46, Avenue de la Grande Armee, 75017 Paris and Amend Article 4 of Bylaws Accordingly   For   For    
Management   14   Authorize Repurchase of Up to 10 Percent of Issued Share Capital   For   For    
Management   15   Authorize Decrease in Share Capital via Cancellation of Repurchased Shares   For   For    
Management   16   Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 997 Million   For   For    
Management   17   Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 240 Million   For   For    
Management   18   Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 240 Million   For   For    
Management   19   Approve Issuance of Debt Securities Giving Access to New Shares of Subsidiaries and/or Debt Securities, up to Aggregate Amount of EUR 7 Billion   For   For    
Management   20   Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 16-18   For   For    
Management   21   Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind   For   For    
Management   22   Authorize Capitalization of Reserves of Up to EUR 500 Million for Bonus Issue or Increase in Par Value   For   For    
Management   23   Authorize Capital Issuances for Use in Employee Stock Purchase Plans   For   For    
Management   24   Authorize Filing of Required Documents/Other Formalities   For   For    
                     
TotalEnergies SE                    
Ticker: TTE                    
Country: France                    
Provider Security ID: F92124100                    
Meeting Type: Annual/Special                    
Meeting Date: 26-May-23                    
Record Date: 24-May-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Approve Financial Statements and Statutory Reports   For   For    
Management   2   Approve Consolidated Financial Statements and Statutory Reports   For   For    
Management   3   Approve Allocation of Income and Dividends of EUR 3.81 per Share   For   For   JHI will generally vote in favor of proposals relating to the issuance of dividends.
Management   4   Authorize Repurchase of Up to 10 Percent of Issued Share Capital   For   For    
Management   5   Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions   For   For   No concern with information disclosed in auditor's special report
Management   6   Reelect Marie-Christine Coisne-Roquette as Director   For   For    
Management   7   Reelect Mark Cutifani as Director   For   For    
Management   8   Elect Dierk Paskert as Director   For   For    
Management   9   Elect Anelise Lara as Director   For   For    
Management   10   Approve Compensation Report of Corporate Officers   For   For    
Management   11   Approve Remuneration Policy of Directors; Approve Remuneration of Directors in the Aggregate Amount of EUR 1.95 Million   For   For    
Management   12   Approve Compensation of Patrick Pouyanne, Chairman and CEO   For   For    
Management   13   Approve Remuneration Policy of Chairman and CEO   For   For    
Management   14   Approve the Company's Sustainable Development and Energy Transition Plan   For   For    
Management   15   Authorize up to 1 Percent of Issued Capital for Use in Restricted Stock Plans   For   For    
Management   16   Authorize Capital Issuances for Use in Employee Stock Purchase Plans   For   For    
Management   17   Remove Double-Voting Rights for Long-Term Registered Shareholders and Amend Article 18 of Bylaws Accordingly   For   For    
Shareholder   A   Align Targets for Indirect Scope 3 Emissions with the Paris Climate Agreement (Advisory)   Against   Against   Unreasonable to expect TTE to commit to a 2030 scope 3 target, when these are indirect emissions driven by customer decisions, not TTE decisions
                     
ASR Nederland NV                    
Ticker: ASRNL                    
Country: Netherlands                    
Provider Security ID: N0709G103                    
Meeting Type: Annual                    
Meeting Date: 31-May-23                    
Record Date: 03-May-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Open Meeting            
Management   2.a   Receive Report of Executive Board (Non-Voting)            
Management   2.b   Receive Report of Supervisory Board (Non-Voting)            
Management   2.c   Discussion on Company's Corporate Governance Structure            
Management   2.d   Approve Remuneration Report   For   For    
Management   3.a   Amend Remuneration Policy for Executive Board   For   For    
Management   3.b   Approve Remuneration of the Chairman of the Executive Board   For   For    
Management   3.c   Approve Remuneration of Supervisory Board   For   For    
Management   4.a   Adopt Financial Statements and Statutory Reports   For   For    
Management   4.b   Receive Explanation on Company's Reserves and Dividend Policy            
Management   4.c   Approve Dividends   For   For    
Management   5.a   Approve Discharge of Management Board   For   For    
Management   5.b   Approve Discharge of Supervisory Board   For   For    
Management   6.a   Grant Board Authority to Issue Shares Up to 10 Percent of Issued Capital   For   For    
Management   6.b   Authorize Board to Exclude Preemptive Rights from Share Issuances   For   For    
Management   6.c   Authorize Repurchase of Up to 10 Percent of Issued Share Capital   For   For    
Management   7.a   Approve Cancellation of Repurchased Shares   For   For    
Management   8   Announce Intention to Reappoint Ingrid de Swart to Executive Board            
Management   9.a   Reelect Gisella Van Vollenhoven to Supervisory Board   For   For    
Management   9.b   Reelect Gerard Van Olphen to Supervisory Board   For   For    
Management   10   Allow Questions            
Management   11   Close Meeting            
                     
NN Group NV                    
Ticker: NN                    
Country: Netherlands                    
Provider Security ID: N64038107                    
Meeting Type: Annual                    
Meeting Date: 02-Jun-23                    
Record Date: 05-May-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Open Meeting            
Management   2   Receive Annual Report            
Management   3   Approve Remuneration Report   For   For    
Management   4.A   Adopt Financial Statements and Statutory Reports   For   For    
Management   4.B   Receive Explanation on Company's Dividend Policy            
Management   4.C   Approve Dividends   For   For    
Management   5.A   Approve Discharge of Executive Board   For   For    
Management   5.B   Approve Discharge of Supervisory Board   For   For    
Management   6   Announce Intention to Reappoint David Knibbe to Executive Board            
Management   7   Amend the Level of the Fixed Annual fee for Supervisory Board Members   For   For    
Management   8.A.1   Grant Board Authority to Issue Ordinary Shares Up To 10 Percent of Issued Capital   For   For    
Management   8.A.2   Authorize Board to Exclude Preemptive Rights from Share Issuances   For   For    
Management   8.B   Grant Board Authority to Issue Shares Up To 20 Percent of Issued Capital in Connection with a Rights Issue   For   For    
Management   9   Authorize Repurchase of Shares   For   For    
Management   10   Approve Reduction in Share Capital through Cancellation of Shares   For   For    
Management   11   Close Meeting            
                     
Prosegur Cash SA                    
Ticker: CASH                    
Country: Spain                     
Provider Security ID: E8S56X108                    
Meeting Type: Annual                    
Meeting Date: 06-Jun-23                    
Record Date: 01-Jun-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Approve Consolidated and Standalone Financial Statements   For   For    
Management   2   Approve Treatment of Net Loss   For   For    
Management   3   Approve Non-Financial Information Statement   For   For    
Management   4   Approve Discharge of Board   For   For    
Management   5   Renew Appointment of Ernst & Young, S.L. as Auditor for 2023   For   For   A vote FOR these items is warranted because there are no concerns regarding these proposals.
Management   6   Renew Appointment of Ernst & Young, S.L. as Auditor for 2024-2026 Period   For   For   A vote FOR these items is warranted because there are no concerns regarding these proposals.
Management   7   Reelect Pedro Guerrero Guerrero as Director   For   For   A vote for the reelection of NI-NEDs under Items 7 and 8 is warranted, as the board meets the one third independence guideline applicable to Spain-incorporated, controlled companies and there are no specific concerns about the nominees. A vote FOR Items 9, 11, and 12 is warranted due to a lack of concerns about the independent director nominees. A vote AGAINST the reelection of I-NED Daniel Guillermo Entrecanales Domecq under Item 10 is warranted because he chairs the remunerations and nominations committee, and the board is only 33 percent gender diverse vs 40 percent recommended in this market.
Management   8   Reelect Chantal Gut Revoredo as Director   For   For   A vote for the reelection of NI-NEDs under Items 7 and 8 is warranted, as the board meets the one third independence guideline applicable to Spain-incorporated, controlled companies and there are no specific concerns about the nominees. A vote FOR Items 9, 11, and 12 is warranted due to a lack of concerns about the independent director nominees. A vote AGAINST the reelection of I-NED Daniel Guillermo Entrecanales Domecq under Item 10 is warranted because he chairs the remunerations and nominations committee, and the board is only 33 percent gender diverse vs 40 percent recommended in this market.
Management   9   Reelect Claudio Aguirre Peman as Director   For   For   A vote for the reelection of NI-NEDs under Items 7 and 8 is warranted, as the board meets the one third independence guideline applicable to Spain-incorporated, controlled companies and there are no specific concerns about the nominees. A vote FOR Items 9, 11, and 12 is warranted due to a lack of concerns about the independent director nominees. A vote AGAINST the reelection of I-NED Daniel Guillermo Entrecanales Domecq under Item 10 is warranted because he chairs the remunerations and nominations committee, and the board is only 33 percent gender diverse vs 40 percent recommended in this market.
Management   10   Reelect Daniel Entrecanales Domecq as Director   For   Against   A vote for the reelection of NI-NEDs under Items 7 and 8 is warranted, as the board meets the one third independence guideline applicable to Spain-incorporated, controlled companies and there are no specific concerns about the nominees. A vote FOR Items 9, 11, and 12 is warranted due to a lack of concerns about the independent director nominees. A vote AGAINST the reelection of I-NED Daniel Guillermo Entrecanales Domecq under Item 10 is warranted because he chairs the remunerations and nominations committee, and the board is only 33 percent gender diverse vs 40 percent recommended in this market.
Management   11   Reelect Ana Sainz de Vicuna Bemberg as Director   For   For   A vote for the reelection of NI-NEDs under Items 7 and 8 is warranted, as the board meets the one third independence guideline applicable to Spain-incorporated, controlled companies and there are no specific concerns about the nominees. A vote FOR Items 9, 11, and 12 is warranted due to a lack of concerns about the independent director nominees. A vote AGAINST the reelection of I-NED Daniel Guillermo Entrecanales Domecq under Item 10 is warranted because he chairs the remunerations and nominations committee, and the board is only 33 percent gender diverse vs 40 percent recommended in this market.
Management   12   Reelect Maria Benjumea Cabeza de Vaca as Director   For   For   A vote for the reelection of NI-NEDs under Items 7 and 8 is warranted, as the board meets the one third independence guideline applicable to Spain-incorporated, controlled companies and there are no specific concerns about the nominees. A vote FOR Items 9, 11, and 12 is warranted due to a lack of concerns about the independent director nominees. A vote AGAINST the reelection of I-NED Daniel Guillermo Entrecanales Domecq under Item 10 is warranted because he chairs the remunerations and nominations committee, and the board is only 33 percent gender diverse vs 40 percent recommended in this market.
Management   13   Advisory Vote on Remuneration Report   For   Against   A vote AGAINST this item is warranted because the following concerns have been identified: * The board has not provided any rationale for the 8.7 percent increase in the executive chairman's 2023 salary. * Information on variable pay schemes (selected metrics, weights, and performance outcome under the STI scheme) remains insufficient. * The board carried out the early vesting of awards under the Global Optimum LTIP, which rewards the digital transformation of the company. The board has not explained which milestones have been achieved.
Management   14   Authorize Board to Ratify and Execute Approved Resolutions   For   For    
                     
MFE-MEDIAFOREUROPE NV                    
Ticker: MFEB                    
Country: Netherlands                    
Provider Security ID: T6S17R115                    
Meeting Type: Annual                    
Meeting Date: 07-Jun-23                    
Record Date: 10-May-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Open Meeting            
Management   2.a   Receive Report of Board of Directors (Non-Voting)            
Management   2.b   Adopt Financial Statements and Statutory Reports   For   For    
Management   2.c   Approve Remuneration Policy   For   For    
Management   2.d   Approve Remuneration Report   For   Against   A vote AGAINST is warranted because the proposed remuneration is below par in relation to market standards, particularly with regard to: * lacking responsiveness regarding last year's dissent on the remuneration report, while only 72.1 percent voted in favor. According to requirements under SRD II, it is expected of companies to address significant shareholder dissent on remuneration-related proposals. * lacking full retrospective disclosure regarding the STI performance metrics which does not allow shareholders to assess the pay for performance alignment, especially since achievement levels reached above maximum levels for most performance metrics * lacking disclosure regarding the LTI performance metrics' targets for the 2019-2021 cycle. Whereas the company provided disclosure on the achievement level, failing to disclose targets over the three year performance period does not allow shareholders to assess the stringency. Furthermore, we note there is lagging disclosure on the 2020-2022 cycle performance assessment.
Management   2.e   Receive Explanation on Company's Reserves and Dividend Policy            
Management   2.f   Approve Dividends   For   For    
Management   3.a   Approve Discharge of Fedele Confalonieri as Non-Executive Director   For   For   A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties.
Management   3.b   Approve Discharge of Pier Silvio Berlusconi as Executive Director   For   For   A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties.
Management   3.c   Approve Discharge of Stefania Bariatti as Non-Executive Director   For   For   A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties.
Management   3.d   Approve Discharge of Marina Berlusconi as Non-Executive Director   For   For   A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties.
Management   3.e   Approve Discharge of Marina Brogi as Non-Executive Director   For   For   A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties.
Management   3.f   Approve Discharge of Raffaele Cappiello as Non-Executive Director   For   For   A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties.
Management   3.g   Approve Discharge of Costanza Esclapon de Villeneuve as Non-Executive Director   For   For   A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties.
Management   3.h   Approve Discharge of Giulio Gallazzi as Non-Executive Director   For   For   A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties.
Management   3.i   Approve Discharge of Marco Giordani as Executive Director   For   For   A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties.
Management   3.j   Approve Discharge of Gina Nieri as Executive Director   For   For   A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties.
Management   3.k   Approve Discharge of Danilo Pellegrino as Non-Executive Director   For   For   A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties.
Management   3.l   Approve Discharge of Alessandra Piccinino as Non-Executive Director   For   For   A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties.
Management   3.m   Approve Discharge of Niccolo' Querci as Executive Director   For   For   A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties.
Management   3.n   Approve Discharge of Stefano Sala as Executive Director   For   For   A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties.
Management   3.o   Approve Discharge of Carlo Secchi as Non-Executive Director   For   For   A vote FOR is warranted because of the absence of any information about significant and compelling controversies that the board is not fulfilling its fiduciary duties.
Management   4   Authorize Repurchase of Shares   For   Against   A vote AGAINST is warranted because: * This proposal is not in line with commonly used safeguards regarding volume and pricing; * The authorization would allow MFE-MEDIAFOREUROPE to repurchase up to 20.00 percent of the issued share capital; and * The authorization would allow the company to repurchase shares for less or up to 110 percent of the share price prior to the repurchase.
Management   5   Grant Board Authority to Issue Ordinary Shares A and Restrict or Exclude Preemptive Rights   For   Against   shareholders should have preemptive rights, especially given the closely held nature of this company and the control that the family have.
Management   6.a   Amend Articles Re: Implementation of the Possibility to Hold Virtual General Meetings   For   Against   A vote AGAINST is warranted because the company did not provide a compelling rationale for the amendments to the articles of association, nor did it provide in which circumstances the virtual meetings would occur or how it planned to ensure shareholders' rights.
Management   6.b   Amend Articles Re: Reverse Stock Split   For   For    
Management   7   Close Meeting            
                     
Compagnie de Saint-Gobain SA                    
Ticker: SGO                    
Country: France                    
Provider Security ID: F80343100                    
Meeting Type: Annual/Special                    
Meeting Date: 08-Jun-23                    
Record Date: 06-Jun-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Approve Financial Statements and Statutory Reports   For   For   Votes FOR the approval of the annual accounts are warranted due to the unqualified auditors' opinion and lack of concerns.
Management   2   Approve Consolidated Financial Statements and Statutory Reports   For   For   Votes FOR the approval of the annual accounts are warranted due to the unqualified auditors' opinion and lack of concerns.
Management   3   Approve Allocation of Income and Dividends of EUR 2 per Share   For   For    
Management   4   Reelect Dominique Leroy as Director   For   For   Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 4 and 5).
Management   5   Elect Jana Revedin as Director   For   For   Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 4 and 5).
Management   6   Approve Compensation of Pierre-Andre de Chalendar, Chairman of the Board   For   For    
Management   7   Approve Compensation of Benoit Bazin, CEO   For   For    
Management   8   Approve Compensation Report of Corporate Officers   For   For    
Management   9   Approve Remuneration Policy of Chairman of the Board   For   For    
Management   10   Approve Remuneration Policy of CEO   For   For    
Management   11   Approve Remuneration Policy of Directors   For   For   A vote FOR this remuneration policy is warranted because it does not raise any significant concern.
Management   12   Approve Remuneration of Directors in the Aggregate Amount of EUR 1.3 Million   For   For   A vote FOR this remuneration policy is warranted because it does not raise any significant concern.
Management   13   Authorize Repurchase of Up to 10 Percent of Issued Share Capital   For   For    
Management   14   Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 412 Million   For   For   * Votes FOR items 14-18 and 20 are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
Management   15   Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 206 Million   For   For   * Votes FOR items 14-18 and 20 are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
Management   16   Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 206 Million   For   For   * Votes FOR items 14-18 and 20 are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
Management   17   Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 14, 15, 16 and 21   For   For   * Votes FOR items 14-18 and 20 are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
Management   18   Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind   For   For   * Votes FOR items 14-18 and 20 are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
Management   19   Authorize Capitalization of Reserves of Up to EUR 103 Million for Bonus Issue or Increase in Par Value   For   For    
Management   20   Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights   For   For   * Votes FOR items 14-18 and 20 are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
Management   21   Authorize Capital Issuances for Use in Employee Stock Purchase Plans   For   For    
Management   22   Authorize Decrease in Share Capital via Cancellation of Repurchased Shares   For   For    
Management   23   Amend Article 9 of Bylaws Re: Minimum Number of Shares to be Held by Directors   For   For    
Management   24   Authorize Filing of Required Documents/Other Formalities   For   For    
                     
Daimler Truck Holding AG                    
Ticker: DTG                    
Country: Germany                    
Provider Security ID: D1T3RZ100                    
Meeting Type: Annual                    
Meeting Date: 21-Jun-23                    
Record Date: 14-Jun-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Receive Financial Statements and Statutory Reports for Fiscal Year 2022 (Non-Voting)            
Management   2   Approve Allocation of Income and Dividends of EUR 1.30 per Share   For   For    
Management   3.1   Approve Discharge of Management Board Member Martin Daum for Fiscal Year 2022   For   For    
Management   3.2   Approve Discharge of Management Board Member Jochen Goetz for Fiscal Year 2022   For   For    
Management   3.3   Approve Discharge of Management Board Member Karl Deppen for Fiscal Year 2022   For   For    
Management   3.4   Approve Discharge of Management Board Member Andreas Gorbach for Fiscal Year 2022   For   For    
Management   3.5   Approve Discharge of Management Board Member Juergen Hartwig for Fiscal Year 2022   For   For    
Management   3.6   Approve Discharge of Management Board Member John O'Leary for Fiscal Year 2022   For   For    
Management   3.7   Approve Discharge of Management Board Member Karin Radstroem for Fiscal Year 2022   For   For    
Management   3.8   Approve Discharge of Management Board Member Stephan Unger for Fiscal Year 2022   For   For    
Management   4.1   Approve Discharge of Supervisory Board Member Joe Kaeser for Fiscal Year 2022   For   For    
Management   4.2   Approve Discharge of Supervisory Board Member Michael Brecht for Fiscal Year 2022   For   For    
Management   4.3   Approve Discharge of Supervisory Board Member Michael Brosnan for Fiscal Year 2022   For   For    
Management   4.4   Approve Discharge of Supervisory Board Member Bruno Buschbacher for Fiscal Year 2022   For   For    
Management   4.5   Approve Discharge of Supervisory Board Member Raymond Curry (from Nov. 22, 2022)  for Fiscal Year 2022   For   For    
Management   4.6   Approve Discharge of Supervisory Board Member Harald Dorn (until Nov. 22, 2022)  for Fiscal Year 2022   For   For    
Management   4.7   Approve Discharge of Supervisory Board Member Jacques Esculier for Fiscal Year 2022   For   For    
Management   4.8   Approve Discharge of Supervisory Board Member Akihiro Eto for Fiscal Year 2022   For   For    
Management   4.9   Approve Discharge of Supervisory Board Member Laura Ipsen for Fiscal Year 2022   For   For    
Management   4.10   Approve Discharge of Supervisory Board Member Renata Bruengger for Fiscal Year 2022   For   For    
Management   4.11   Approve Discharge of Supervisory Board Member Carmen Klitzsch-Mueller for Fiscal Year 2022   For   For    
Management   4.12   Approve Discharge of Supervisory Board Member Joerg Koehlinger for Fiscal Year 2022   For   For    
Management   4.13   Approve Discharge of Supervisory Board Member John Krafcik for Fiscal Year 2022   For   For    
Management   4.14   Approve Discharge of Supervisory Board Member Joerg Lorz for Fiscal Year 2022   For   For    
Management   4.15   Approve Discharge of Supervisory Board Member Claudia Peter (until Nov. 22, 2022) for Fiscal Year 2022   For   For    
Management   4.16   Approve Discharge of Supervisory Board Member Andrea Reith for Fiscal Year 2022   For   For    
Management   4.17   Approve Discharge of Supervisory Board Member Martin Richenhagen for Fiscal Year 2022   For   For    
Management   4.18   Approve Discharge of Supervisory Board Member Andrea Seidel (from Nov. 22, 2022) for Fiscal Year 2022   For   For    
Management   4.19   Approve Discharge of Supervisory Board Member Marie Wieck for Fiscal Year 2022   For   For    
Management   4.20   Approve Discharge of Supervisory Board Member Harald Wilhelm for Fiscal Year 2022   For   For    
Management   4.21   Approve Discharge of Supervisory Board Member Roman Zitzelsberger for Fiscal Year 2022   For   For    
Management   4.22   Approve Discharge of Supervisory Board Member Thomas Zwick for Fiscal Year 2022   For   For    
Management   5.1   Ratify KPMG AG as Auditors for Fiscal Year 2023   For   For    
Management   5.2   Ratify KPMG AG as Auditors for a Review of Interim Financial Statements for Fiscal Year 2024 until the Next AGM   For   For    
Management   6   Approve Remuneration Policy   For   For    
Management   7   Approve Remuneration Report   For   For    
Management   8.1   Approve Virtual-Only Shareholder Meetings Until 2025   For   For    
Management   8.2   Amend Articles Re: Participation of Supervisory Board Members in the Annual General Meeting by Means of Audio and Video Transmission   For   For    
                     
Alphawave IP Group Plc                    
Ticker: AWE                    
Country: United Kingdom                    
Provider Security ID: G03355107                    
Meeting Type: Annual                    
Meeting Date: 22-Jun-23                    
Record Date: 20-Jun-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Remuneration Report   For   For    
Management   3   Re-elect John Holt as Director   For   For   Items 3-5 and 7-11 A vote FOR the re-election of John Holt, Tony Pialis, Sehat Sutardja, Paul Boudre, Susan Buttsworth, Michelle de Fonseca, Victoria Hull and Rosalind Singleton is warranted because no significant concerns have been identified. Item 6 A vote AGAINST the re-election of Jan Frykhammar is warranted because: * Apart from his role as NED 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.
Management   4   Re-elect Tony Pialis as Director   For   For   Items 3-5 and 7-11 A vote FOR the re-election of John Holt, Tony Pialis, Sehat Sutardja, Paul Boudre, Susan Buttsworth, Michelle de Fonseca, Victoria Hull and Rosalind Singleton is warranted because no significant concerns have been identified. Item 6 A vote AGAINST the re-election of Jan Frykhammar is warranted because: * Apart from his role as NED 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.
Management   5   Re-elect Sehat Sutardja as Director   For   For   Items 3-5 and 7-11 A vote FOR the re-election of John Holt, Tony Pialis, Sehat Sutardja, Paul Boudre, Susan Buttsworth, Michelle de Fonseca, Victoria Hull and Rosalind Singleton is warranted because no significant concerns have been identified. Item 6 A vote AGAINST the re-election of Jan Frykhammar is warranted because: * Apart from his role as NED 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.
Management   6   Re-elect Jan Frykhammar as Director   For   For   JF is the SID which is important given the nature of the board and other shareholders. We would prefer to engage with him to learn whether he is, or is open to,  cutting back on commitment.
Management   7   Re-elect Paul Boudre as Director   For   For   Items 3-5 and 7-11 A vote FOR the re-election of John Holt, Tony Pialis, Sehat Sutardja, Paul Boudre, Susan Buttsworth, Michelle de Fonseca, Victoria Hull and Rosalind Singleton is warranted because no significant concerns have been identified. Item 6 A vote AGAINST the re-election of Jan Frykhammar is warranted because: * Apart from his role as NED 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.
Management   8   Re-elect Susan Buttsworth as Director   For   For   Items 3-5 and 7-11 A vote FOR the re-election of John Holt, Tony Pialis, Sehat Sutardja, Paul Boudre, Susan Buttsworth, Michelle de Fonseca, Victoria Hull and Rosalind Singleton is warranted because no significant concerns have been identified. Item 6 A vote AGAINST the re-election of Jan Frykhammar is warranted because: * Apart from his role as NED 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.
Management   9   Re-elect Michelle de Fonseca as Director   For   For   Items 3-5 and 7-11 A vote FOR the re-election of John Holt, Tony Pialis, Sehat Sutardja, Paul Boudre, Susan Buttsworth, Michelle de Fonseca, Victoria Hull and Rosalind Singleton is warranted because no significant concerns have been identified. Item 6 A vote AGAINST the re-election of Jan Frykhammar is warranted because: * Apart from his role as NED 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.
Management   10   Re-elect Victoria Hull as Director   For   For   Items 3-5 and 7-11 A vote FOR the re-election of John Holt, Tony Pialis, Sehat Sutardja, Paul Boudre, Susan Buttsworth, Michelle de Fonseca, Victoria Hull and Rosalind Singleton is warranted because no significant concerns have been identified. Item 6 A vote AGAINST the re-election of Jan Frykhammar is warranted because: * Apart from his role as NED 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.
Management   11   Re-elect Rosalind Singleton as Director   For   For   Items 3-5 and 7-11 A vote FOR the re-election of John Holt, Tony Pialis, Sehat Sutardja, Paul Boudre, Susan Buttsworth, Michelle de Fonseca, Victoria Hull and Rosalind Singleton is warranted because no significant concerns have been identified. Item 6 A vote AGAINST the re-election of Jan Frykhammar is warranted because: * Apart from his role as NED 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.
Management   12   Reappoint KPMG LLP as Auditors   For   For    
Management   13   Authorise the Audit Committee to Fix Remuneration of Auditors   For   For    
Management   14   Authorise UK Political Donations and Expenditure   For   For    
Management   15   Authorise Issue of Equity   For   For   A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Management   16   Authorise Issue of Equity without Pre-emptive Rights   For   For   A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Management   17   Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment   For   For   A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Management   18   Authorise Market Purchase of Ordinary Shares   For   For    
Management   19   Approve Waiver of Rule 9 of the Takeover Code   For   Against    
Management   20   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
                     
Whitbread Plc                    
Ticker: WTB                    
Country: United Kingdom                    
Provider Security ID: G9606P197                    
Meeting Type: Annual                    
Meeting Date: 22-Jun-23                    
Record Date: 20-Jun-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Remuneration Report   For   For    
Management   3   Approve Final Dividend   For   For    
Management   4   Elect Dominic Paul as Director   For   For    
Management   5   Elect Karen Jones as Director   For   For    
Management   6   Elect Cilla Snowball as Director   For   For    
Management   7   Re-elect David Atkins as Director   For   For    
Management   8   Re-elect Kal Atwal as Director   For   For    
Management   9   Re-elect Horst Baier as Director   For   For    
Management   10   Re-elect Fumbi Chima as Director   For   For    
Management   11   Re-elect Adam Crozier as Director   For   For    
Management   12   Re-elect Frank Fiskers as Director   For   For    
Management   13   Re-elect Richard Gillingwater as Director   For   For    
Management   14   Re-elect Chris Kennedy as Director   For   For    
Management   15   Re-elect Hemant Patel as Director   For   For    
Management   16   Reappoint Deloitte LLP as Auditors   For   For    
Management   17   Authorise Board to Fix Remuneration of Auditors   For   For    
Management   18   Authorise UK Political Donations and Expenditure   For   For    
Management   19   Authorise Issue of Equity   For   For    
Management   20   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   21   Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment   For   For    
Management   22   Authorise Market Purchase of Ordinary Shares   For   For    
Management   23   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    
Management   24   Amend Articles of Association Re: Articles 3A(B) and 3B(B)   For   For    
Management   25   Amend Articles of Association Re: Articles 1 to 3 and 4 to 133   For   For    
                     
3i Group PLC                    
Ticker: III                    
Country: United Kingdom                    
Provider Security ID: G88473148                    
Meeting Type: Annual                    
Meeting Date: 29-Jun-23                    
Record Date: 27-Jun-23                    
                     
Proponent   Proposal Number   Proposal Text   Management Recommendation   Vote Instruction   Voter Rationale
Management   1   Accept Financial Statements and Statutory Reports   For   For    
Management   2   Approve Remuneration Report   For   For    
Management   3   Approve Remuneration Policy   For   For    
Management   4   Approve Increase in Limit on the Aggregate Amount of Fees Payable to Directors   For   For    
Management   5   Approve Dividend   For   For    
Management   6   Re-elect Simon Borrows as Director   For   For    
Management   7   Re-elect Stephen Daintith as Director   For   For    
Management   8   Re-elect Jasi Halai as Director   For   For    
Management   9   Re-elect James Hatchley as Director   For   For    
Management   10   Re-elect David Hutchison as Director   For   For    
Management   11   Re-elect Lesley Knox as Director   For   For    
Management   12   Re-elect Coline McConville as Director   For   For    
Management   13   Re-elect Peter McKellar as Director   For   For    
Management   14   Re-elect Alexandra Schaapveld as Director   For   For    
Management   15   Reappoint KPMG LLP as Auditors   For   For    
Management   16   Authorise Board Acting Through the Audit and Compliance Committee to Fix Remuneration of Auditors   For   For    
Management   17   Authorise UK Political Donations and Expenditure   For   For    
Management   18   Authorise Issue of Equity   For   For    
Management   19   Authorise Issue of Equity without Pre-emptive Rights   For   For    
Management   20   Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment   For   For    
Management   21   Authorise Market Purchase of Ordinary Shares   For   For    
Management   22   Authorise the Company to Call General Meeting with Two Weeks' Notice   For   For    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

(Registrant)

FIRST TRUST Dynamic Europe Equity Income FUND

 
         
By (Signature and Title)* /s/ James M. Dykas    
  James M. Dykas, President and Chief Executive Officer    
         
Date August 18, 2023      

 

* Print the name and title of each signing officer under his or her signature.