Governance & Active Ownership

Transcription

1 Governance & Active Ownership PROXY VOTING SERVICE

2 RobecoSAM Governance & Active Ownership 12/

3 Proxy voting at a glance We apply internationally accepted corporate governance principles to arrive at voting decisions that are in the best interests of our clients. Carola van Lamoen Head of Governance & Active Ownership Proxy voting is an effective way of exercising shareholder rights and is one of the main pillars of active ownership. Voting at the annual general meetings (AGM) of companies held in our portfolios provides us with an opportunity to improve corporate governance at the board level. Our Governance & Active Ownership team has been voting on behalf of Robeco Group s institutional clients since 1998, when proxy voting emerged as an instrument for promoting responsible investing. Today, proxy voting is considered standard practice and has become a minimum requirement for many asset owners. Exercising voting rights is also an important part of complying with investors commitment to the second principle of the Principles for Responsible Investing (PRI), which calls upon asset managers and asset owners to be active owners and incorporate ESG issues into their ownership policies and practices. By contributing to the development of corporate governance practices and standards on behalf of our clients, our dedicated proxy voting team offers additional benefits to investors. We also complement our proxy voting activities by engaging with the companies in our portfolios on governance issues to maximize the impact of our clients shareholder rights. Governance & Active Ownership 1

4 Adding value through proxy voting Our dialogue with a company before we vote at an AGM can have a meaningful impact on corporate governance and in some cases, attending the AGM and speaking out on our position further strengthens our voice and that of our clients. Michiel van Esch Governance Engagement Specialist RobecoSAM s dedicated voting team offers a comprehensive proxy voting service and currently votes on behalf of clients at approximately 3,000 meetings per year. Our Governance & Active Ownership team manages the entire proxy-voting process. We ensure that all the requirements of parties in the voting chain, such as acting as power of attorney in specific markets, are met. For discretionary mandates, we can develop a tailor-made voting policy. A proxy voting disclosure website for every client as well as voting rationale reports are included in our service. Voting policy Our voting policy is based on the widelyaccepted principles of the International Corporate Governance Network (ICGN), which provide a broad framework for assessing companies corporate governance practices. The ICGN principles offer scope for companies to be assessed according to local standards, national legislation and corporate-governance codes of conduct. We also take into account companyspecific circumstances when casting our vote. Integration of voting and engagement Many asset owners outsource voting to one of the large players in proxy voting services. RobecoSAM s Governance & Active Ownership service, however, adds a unique layer of insight resulting from our integration of voting and engagement with our proxy voting activities. Reporting of voting activities Our clients can access a proxy voting disclosure website that provides timely and accurate disclosure of all votes cast for companies in their portfolio. We also provide a quarterly voting rationale report that explains why we have voted against management at high-profile meetings and highlights the most important developments in corporate governance in certain markets. 2 Governance & Active Ownership

5 Ensuring a fully informed voting decision We use sector and country-specific knowledge from our investment analysts to vote at all meetings for companies in our investment universe and write a corporate governance analysis for every high-profile AGM. Perihan Demir Engagement Analyst We have established a proxy voting policy based on ICGN principles and test every voting decision against that policy. For all routine agenda items, we employ the electronic proxy voting platform from service provider Glass Lewis to cast our vote, enabling our dedicated voting team to focus on the high-profile meetings where we can make an impact through our voting activities. High-profile meetings are meetings where issues around remuneration, board independence or mergers and acquisitions are brought forward for a shareholder vote. For these meetings, we procure independent voting research from Glass Lewis, which offers insight into shareholder proposals ahead of each meeting. We continue by screening for the materiality of issues in order to focus on on companies whose AGM meetings are expected to cover high-profile topics. Next, we gather input on these companies from the relevant analysts and engagement specialists. We then write a final corporate governance report, which forms the basis for our voting decision, and execute the vote based on our analysis. Vote decision making process Input equity analyst & PM s Research Paper Glass Lewis Voting analyst Corporate governance analysis Vote instruction Web reporting voting results Input engagement specialists Governance & Active Ownership 3

6 Enhancing the effectiveness of proxy voting Shareholders should not only think about the content of their voting decisions, but should also be sufficiently able to have their voices heard and actively contribute to a more efficient voting chain. Cristina Cedillo Torres Engagement Analyst Our Governance & Active Ownership team has been voting on behalf of institutional clients since As a shareholder, not only is it important analyze and understand the impact of our voting decision, but also to ensure that we have the means to execute our clients shareholder rights. In our 15 years of activity in this area, we have gained valuable insight into how the voting chain works and play an active role in addressing some of the remaining challenges related to processing proxy votes correctly at the shareholders meetings. Such challenges stem from the complexity of the voting process, which involves a range of different parties the investor, the company, the voting agency, the custodian and lawyers, among others. improve the voting process. Through our work in the vote confirmation working group, we aim to identify problems relating to the transparency and efficiency of the voting chain and encourage the parties involved in the voting chain to provide regular, timely and accurate updates on changes to voting regulations. Our research over the past years indicates that several parties in the chain have developed partial solutions to the identified problems, but so far they have not been implemented throughout the entire chain. Within the working group we make this knowledge readily available and support the implementation of these solutions throughout the chain. The PRI Vote Confirmation Steering Committee, of which RobecoSAM s Governance & Active Ownership team is one of the founding members, plays an active role in bringing the different parties in the chain together to 4 Governance & Active Ownership

7 About RobecoSAM RobecoSAM is an investment specialist focused exclusively on Sustainability Investing. Its offerings comprise asset management, indices, private equity, engagement and voting, impact analysis and sustainability assessments, as well as benchmarking services. Asset management capabilities include a range of ESG-integrated investment and them strategies (in listed and private equity) catering to institutional asset owners and financial intermediaries across the globe. Together with S&P Dow Jones Indices, RobecoSAM publishes the globally recognized Dow Jones Sustainability Indices (DJSI). Based on its Corporate Sustainability Assessment, an annual ESG analysis of more than 2,000 listed companies, RobecoSAM has compiled one of the world s most comprehensive sustainability databases. RobecoSAM s proprietary research and sustainability insight, gained through its direct contact with companies, are fully integrated into its investment and engagement solutions. RobecoSAM is a member of the global pure-play asset manager Robeco, which was established in 1929 and offers a broad range of investment products and services. Robeco also has a long tradition of practicing and advocating Sustainability Investing principles. RobecoSAM was founded in 1995 out of the conviction that a commitment to corporate sustainability enhances a company s capacity to prosper, ultimately creating competitive advantages and stakeholder value. As a reflection of its own commitment to advocating sustainable investment practices, RobecoSAM is a signatory of the PRI and a member of Eurosif, ASrIA and Ceres. Disclaimer RobecoSAM is a registered trade mark and trade name of Robeco Groep N.V. (The Netherlands) and hereinafter referred to as the RobecoSAM-Brand. The RobecoSAM-Brand is allowedly being used by Robeco Institutional Asset Management B.V. (The Netherlands) as well as by RobecoSAM AG (Switzerland). Both legal entities are responsible for their own activities or publications related to the RobecoSAM-Brand. For the sake of clarity we would like to state that the team members of RobecoSAM AG s Governance & Active Ownership department are based in the Netherlands and employed directly by Robeco Institutional Asset Management B.V. This brochure has been carefully prepared by Robeco Institutional Asset Management B.V. (Robeco). It is intended to provide the reader with information on Robeco s specific capabilities, but does not constitute a recommendation to buy or sell certain securities or investment products. The content of this document is based upon sources of information believed to be reliable, but no warranty or declaration, either explicit or implicit, is given as to their accuracy or completeness. This document is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. All copyrights, patents and other property in the information contained in this document are held by Robeco. No rights whatsoever are licensed or assigned or shall otherwise pass to persons accessing this information. The information contained in this publication is not intended for users from other countries, such as US citizens and residents, where the offering of foreign financial services is not permitted, or where Robeco s services are not available. Robeco Institutional Asset Management B.V.( (trade register number: ) has a license of the Netherlands Authority for the Financial Markets in Amsterdam. Important legal information: The details given on these pages do not constitute an offer. They are given for information purposes only. No liability is assumed for the correctness and accuracy of the details given. Copyright 2014 Robeco all rights reserved. Robeco Institutional Asset Management B.V. (trade register number: ) has a license of the Netherlands Authority for the Financial Markets (AFM) in Amsterdam. Robeco Institutional Asset Management B.V. (Robeco) Coolsingel AG, Rotterdam The Netherlands info@robecosam.com Governance & Active Ownership 5

8 Robeco Institutional Asset Management B.V. Coolsingel AG Rotterdam The Netherlands