the sei global equity fund...the sei global equity fund all votes report vote summary report date...

Reo@ Voting Report

The SEI Global Equity Fund

VOTING RECORDS

FROM:01/07/2019 TO: 30/09/2019

The SEI Global Equity Fund All Votes Report

Vote Summary Report Date range covered: 07/01/2019 to 09/30/2019

ABIOMED, Inc.

Meeting Date: 08/07/2019 Country: USA

Meeting Type: Annual Ticker: ABMD

Primary ISIN: US0036541003 Primary SEDOL: 2003698

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Michael R. Minogue 1.1

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.

Mgmt For For Elect Director Martin P. Sutter 1.2

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt Against For Advisory Vote to Ratify Named Executive

Officers' Compensation 2

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Moreover, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3

AGL Energy Limited

Meeting Date: 09/19/2019 Country: Australia

Meeting Type: Annual Ticker: AGL

Primary ISIN: AU000000AGL7 Primary SEDOL: BSS7GP5

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

2 Approve Remuneration Report Mgmt For Against

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period oftime. In addtion, the remuneration report does not articulate how executives performed against historic performance targets. The board should articulate how bonus payments reflect prior year performance, as well as outlining forward-looking targets that underpin long-term incentive plans.

Page 1 of 33



AGL Energy Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Jacqueline Hey as Director 3a

Mgmt For For Elect Diane Smith-Gander as Director 3b

Mgmt For For Elect Patricia McKenzie as Director 3c

Mgmt Against For Approve Grant of Performance Rights under the

AGL Long Term Incentive Plan to Brett Redman 4

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period oftime.

SH Against Against Approve the Amendments to the Company's Constitution

5a

SH For Against Approve Transition Planning Disclosure 5b

Voter Rationale: Additional information on the company's GHG reduction goals would allow shareholders to better assess the company's management of these emissions and related risks.

SH Against Against Approve Public Health Risks of Coal Operations 6

Anadarko Petroleum Corporation


Meeting Type: Special Ticker: APC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Merger Agreement Mgmt For For

Mgmt Against For Advisory Vote on Golden Parachutes 2

Voter Rationale: A vote AGAINST this proposal is warranted. While cash severance to most NEOs is double trigger and reasonably based, the company recently approved entitlements to problematic excise tax gross-ups for NEOs upon the merger. These payments provide a sizable enhancement to NEOs' anticipated severance packages. In addition, one NEO may receive cash severance payments upon a voluntary resignation and performance-conditioned equity awards will automatically accelerate and be deemed earned at 200 percent of target. Furthermore, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Page 2 of 33



Asahi Intecc Co., Ltd.

Meeting Date: 09/27/2019 Country: Japan

Meeting Type: Annual Ticker: 7747

Primary ISIN: JP3110650003 Primary SEDOL: B019MQ5

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 21.61

Mgmt For For

Mgmt For For Elect Director Miyata, Masahiko 2.1

Mgmt For For Elect Director Miyata, Kenji 2.2

Mgmt For For Elect Director Kato, Tadakazu 2.3

Mgmt For For Elect Director Yugawa, Ippei 2.4

Mgmt For For Elect Director Terai, Yoshinori 2.5

Mgmt For For Elect Director Matsumoto, Munechika 2.6

Mgmt For For Elect Director Ito, Mizuho 2.7

Mgmt For For Elect Director Nishiuchi, Makoto 2.8

Mgmt For For Elect Director Ito, Kiyomichi 2.9

Mgmt For For Elect Director Shibazaki, Akinori 2.10

Mgmt For For Elect Director Sato, Masami 2.11

Ashtead Group Plc

Meeting Date: 09/10/2019 Country: United Kingdom

Meeting Type: Annual Ticker: AHT

Primary ISIN: GB0000536739 Primary SEDOL: 0053673

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory

Reports Mgmt For For

Mgmt For For Approve Remuneration Report 2

Mgmt For For Approve Remuneration Policy 3

Mgmt For For Approve Final Dividend 4

Page 3 of 33



Ashtead Group Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Paul Walker as Director 5

Voter Rationale: Whilst females represent marginally less than 30 percent of the board, we are satisfied that the company understand the benefits a diverse workforce brings and given the sector, is not currently considered to be a laggard.

Mgmt For For Re-elect Brendan Horgan as Director 6

Mgmt For For Re-elect Michael Pratt as Director 7

Mgmt For For Elect Angus Cockburn as Director 8

Mgmt For For Re-elect Lucinda Riches as Director 9

Mgmt For For Re-elect Tanya Fratto as Director 10

Mgmt For For Elect Lindsley Ruth as Director 11

Mgmt For For Reappoint Deloitte LLP as Auditors 12

Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.

Mgmt For For Authorise Board to Fix Remuneration of Auditors 13


Mgmt For For Authorise Issue of Equity 14

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights

15

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

16

Mgmt For For Authorise Market Purchase of Ordinary Shares 17

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

18

Auto Trader Group Plc


Meeting Type: Annual Ticker: AUTO

Primary ISIN: GB00BVYVFW23 Primary SEDOL: BVYVFW2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Page 4 of 33



Auto Trader Group Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Re-elect Ed Williams as Director 4

Mgmt For For Re-elect Trevor Mather as Director 5

Mgmt For For Re-elect Nathan Coe as Director 6

Mgmt For For Re-elect David Keens as Director 7

Mgmt For For Re-elect Jill Easterbrook as Director 8

Mgmt For For Re-elect Jeni Mundy as Director 9

Mgmt For For Elect Catherine Faiers as Director 10

Mgmt For For Reappoint KPMG LLP as Auditors 11



Mgmt For For Authorise Issue of Equity without Pre-emptive

Rights 14

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

15


Mgmt For For Authorise the Company to Call General Meeting

with Two Weeks' Notice 17

Azrieli Group Ltd.

Meeting Date: 08/11/2019 Country: Israel

Meeting Type: Annual/Special Ticker: AZRG

Primary ISIN: IL0011194789 Primary SEDOL: B5MN1W0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

Mgmt For Against

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt Pending Approval of Item 1, Vote on Item 2-3

Mgmt For For Approve Amended Bonus Plan for CEO 2

Page 5 of 33



Azrieli Group Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Amended Management Services Agreement with Company Owned by Danna Azrieli Hakim, Active Chairwoman

3

Mgmt For For Elect Ehud Rassabi as External Director 4.1

Mgmt For For Elect Joseph Shachak as External Director 4.2

Mgmt For For Elect Dan Yitshak Gillerman as Director 5

Mgmt For For Reelect Danna Azrieli Hakim as Director 6.1

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Reelect Sharon Rachelle Azrieli as Director 6.2

Mgmt For For Reelect Naomi Sara Azrieli as Director 6.3

Mgmt Against For Reelect Menachem Einan as Director 6.4

Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Reelect Tzipora Carmon as Director 6.5

Mgmt For For Reelect Oran Dror as Director 6.6

Mgmt Against For Reappoint Deloitte Brightman Almagor Zohar as Auditors

7

Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.

Mgmt Discuss Financial Statements and the Report of

the Board for 2017 8

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

A

Mgmt Please Select Any Category Which Applies to You as a Shareholder or as a Holder of Power of Attorney

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

B1

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

B2

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

B3

Page 6 of 33



Bank Leumi Le-Israel Ltd.


Meeting Type: Annual/Special Ticker: LUMI

Primary ISIN: IL0006046119 Primary SEDOL: 6076425

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Discuss Financial Statements and the Report of the Board

Mgmt

Mgmt For For Reappoint Somekh Chaikin and Kost Forer Gabbay and Kasierer as Joint Auditors and

Authorize Board to Fix Their Remuneration

2

Mgmt For For Appoint Somekh Chaikin and Brightman Almagor Zohar & Co. as Joint Auditors and

Authorize Board to Fix Their Remuneration

3

Mgmt Regarding Items 4-5 Elect One Director Out of a Pool of Two Director Nominees, Nominated By

the Nomination Committee

Mgmt For For Elect Irit Shlomi as Director 4

Mgmt Do Not Vote For Elect Haim Yaakov Krupsky as Director 5

Voter Rationale: Considering that only one of the two candidates may be elected to serve on the board, and without providing a negative assessment of the candidate's skills and qualifications, or his ability to effectively serve as a director, a vote ABSTAIN the election of Haim Yaakov Krupsky (Item 5) is warranted.

Mgmt For For Approve Purchase of 12,364 Ordinary Shares by David Brodet, Chairman, in Connection with Share Offering by the State of Israel to the Bank's Employees

6

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

to your account manager

A

Mgmt Please Select Any Category Which Applies to You as a Shareholder or as a Holder of Power of

Attorney

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

Otherwise, vote against.

B1

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


B2

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


B3

Page 7 of 33



Burberry Group Plc


Meeting Type: Annual Ticker: BRBY

Primary ISIN: GB0031743007 Primary SEDOL: 3174300

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory Reports

Mgmt For For



Mgmt For For Re-elect Dr Gerry Murphy as Director 4

Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Following greater clarity on the extent of this director's external time commitments, we have gained comfort that support is warranted.

Mgmt For For Re-elect Fabiola Arredondo as Director 5

Mgmt For For Re-elect Jeremy Darroch as Director 6

Mgmt For For Re-elect Ron Frasch as Director 7

Mgmt For For Re-elect Matthew Key as Director 8

Mgmt For For Re-elect Dame Carolyn McCall as Director 9

Mgmt For For Re-elect Orna NiChionna as Director 10

Voter Rationale: New directors should have sufficient length of service on the board before taking on the role of chairing the remuneration committee. That said, we are aware of the skills, experience and pedigree of this director and view her as a valuable addition to the board and remuneration committee.

Mgmt For For Re-elect Marco Gobbetti as Director 11

Mgmt For For Re-elect Julie Brown as Director 12

Mgmt For For Reappoint PricewaterhouseCoopers LLP as

Auditors 13

Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors

14

Mgmt For For Authorise EU Political Donations and Expenditure

15



17




Page 8 of 33



CAE Inc.

Meeting Date: 08/14/2019 Country: Canada

Meeting Type: Annual Ticker: CAE

Primary ISIN: CA1247651088 Primary SEDOL: 2162760

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Margaret S. (Peg) Billson Mgmt For For

Mgmt For For Elect Director Michael M. Fortier 1.2

Mgmt Withhold For Elect Director Marianne Harrison 1.3

Voter Rationale: Executive officers are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Director Alan N. MacGibbon 1.4

Mgmt For For Elect Director John P. Manley 1.5

Mgmt For For Elect Director Francois Olivier 1.6

Mgmt For For Elect Director Marc Parent 1.7

Mgmt For For Elect Director Michael E. Roach 1.8

Mgmt For For Elect Director Norton A. Schwartz 1.9

Mgmt For For Elect Director Andrew J. Stevens 1.10

Mgmt For For Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their

Remuneration

2

Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.

Mgmt Against For Advisory Vote on Executive Compensation

Approach 3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

CapitaLand Commercial Trust

Meeting Date: 09/06/2019 Country: Singapore

Meeting Type: Special Ticker: C61U

Primary ISIN: SG1P32918333 Primary SEDOL: B011YD2

Page 9 of 33



CapitaLand Commercial Trust

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Acquisition of 94.9 Percent Shares in

Target Companies Mgmt For For

Colruyt SA

Meeting Date: 09/25/2019 Country: Belgium

Meeting Type: Annual Ticker: COLR

Primary ISIN: BE0974256852 Primary SEDOL: 5806225

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Annual Meeting Agenda Mgmt

Mgmt For For Receive and Approve Directors' and Auditors' Reports, and Report of the Works Council

1

Mgmt Against For Approve Remuneration Report 2

Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.Finally, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Mgmt For For Adopt Financial Statements 3a

Mgmt For For Accept Consolidated Financial Statements 3b

Mgmt For For Approve Dividends of EUR 1.31 Per Share 4

Mgmt For For Approve Allocation of Income 5

Mgmt For For Approve Profit Participation of Employees Through Allotment of Repurchased Shares of

Colruyt

6

Mgmt For For Approve Co-optation of Fast Forward Services BVBA, Permanently Represented by Rika

Coppens, as Independent Director

7

Mgmt For For Reelect 7 Capital SPRL, Permanently Represented by Chantal De Vrieze, as

Independent Director

8

Mgmt For For Ratify Ernst & Young as Auditors 9

Mgmt For For Approve Discharge of Directors 10

Mgmt For For Approve Discharge of Auditors 11

Page 10 of 33



Colruyt SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Transact Other Business 12

CyberArk Software Ltd.


Meeting Type: Annual Ticker: CYBR

Primary ISIN: IL0011334468 Primary SEDOL: BQT3XY6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Reelect Gadi Tirosh as Director Mgmt For For

Mgmt For For Reelect Amnon Shoshani as Director 1.2

Mgmt Against For Approve Amendment to Equity-Based Compensation for Directors

2

Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Mgmt For For Approve Compensation Policy for the Directors

and Officers of the Company 3

Mgmt Against For Approve Equity Grant to Ehud (Udi) Mokady,

CEO 4

Voter Rationale: This plan could lead to excessive dilution. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt For For Authorize Board's Chairman and CEO, Ehud (Udi) Mokady, to Continue Serving as Board's Chairman and CEO

5

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.

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

6


Mgmt Discuss Financial Statements and the Report of the Board

7


A

Page 11 of 33



Darden Restaurants, Inc.


Meeting Type: Annual Ticker: DRI


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Margaret Shan Atkins Mgmt For For

Mgmt For For Elect Director James P. Fogarty 1.2

Mgmt For For Elect Director Cynthia T. Jamison 1.3

Mgmt For For Elect Director Eugene I. (Gene) Lee, Jr. 1.4

Mgmt For For Elect Director Nana Mensah 1.5

Mgmt For For Elect Director William S. Simon 1.6

Mgmt For For Elect Director Charles M. (Chuck) Sonsteby 1.7

Mgmt For For Elect Director Timothy J. Wilmott 1.8

Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation

2


Mgmt For For Ratify KPMG LLP as Auditors 3


Dell Technologies Inc.


Meeting Type: Annual Ticker: DELL

Primary ISIN: US24703L2025 Primary SEDOL: BHKD3S6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Michael S. Dell Mgmt For For

Page 12 of 33



Dell Technologies Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Furthermore, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Moreover, we oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among shareholders. In addition, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Also, the compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval.

Mgmt Withhold For Elect Director David W. Dorman 1.2

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval

Mgmt Withhold For Elect Director Egon Durban 1.3

Voter Rationale: Directors with significant business ties to the company are not sufficiently independent to serve on key committees. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval.

Mgmt For For Elect Director William D. Green 1.4

Mgmt For For Elect Director Ellen J. Kullman 1.5

Mgmt For For Elect Director Simon Patterson 1.6

Mgmt For For Elect Director Lynn M. Vojvodich 1.7

Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2


Mgmt For For Advisory Vote to Ratify Named Executive


Mgmt Against For Amend Omnibus Stock Plan 4

Voter Rationale: This plan could lead to excessive dilution. Furthermore, incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated. Moreover, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Page 13 of 33



Experian Plc

Meeting Date: 07/24/2019 Country: Jersey

Meeting Type: Annual Ticker: EXPN

Primary ISIN: GB00B19NLV48 Primary SEDOL: B19NLV4

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt For For Re-elect Dr Ruba Borno as Director 3

Mgmt For For Re-elect Brian Cassin as Director 4

Mgmt For For Re-elect Caroline Donahue as Director 5

Mgmt For For Re-elect Luiz Fleury as Director 6

Mgmt For For Re-elect Deirdre Mahlan as Director 7

Mgmt For For Re-elect Lloyd Pitchford as Director 8

Mgmt For For Re-elect Mike Rogers as Director 9

Mgmt For For Re-elect George Rose as Director 10

Mgmt For For Re-elect Kerry Williams as Director 11





15

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

Other Capital Investment

16


Fisher & Paykel Healthcare Corporation Limited

Meeting Date: 08/28/2019 Country: New Zealand

Meeting Type: Annual Ticker: FPH

Primary ISIN: NZFAPE0001S2 Primary SEDOL: 6340250

Page 14 of 33



Fisher & Paykel Healthcare Corporation Limited

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Lewis Gradon as Director Mgmt For For

Mgmt For For Elect Donal O'Dwyer as Director 2

Mgmt For For Elect Neville Mitchell as Director 3

Mgmt For For Authorize Board to Fix Remuneration of the

Auditors 4

Mgmt Against For Approve Issuance of Performance Share Rights

to Lewis Gradon 5

Voter Rationale: Companies should not extend vesting periods or allow re-testing of performance targets because this weakens the effectiveness of incentive schemes. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Mgmt Against For Approve Issuance of Options to Lewis Gradon 6

Voter Rationale: Companies should not extend vesting periods or allow re-testing of performance targets because this weakens the effectiveness of incentive schemes. Also, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

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

7

General Mills, Inc.


Meeting Type: Annual Ticker: GIS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director R. Kerry Clark Mgmt For For

Mgmt For For Elect Director David M. Cordani 1b

Mgmt For For Elect Director Roger W. Ferguson, Jr. 1c

Mgmt For For Elect Director Jeffrey L. Harmening 1d

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.

Page 15 of 33



General Mills, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Maria G. Henry 1e

Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Director Elizabeth C. Lempres 1f

Mgmt For For Elect Director Diane L. Neal 1g

Mgmt For For Elect Director Steve Odland 1h

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review.

Mgmt For For Elect Director Maria A. Sastre 1i

Mgmt For For Elect Director Eric D. Sprunk 1j

Mgmt For For Elect Director Jorge A. Uribe 1k

Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation

2

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt For For Ratify KPMG LLP as Auditors 3


Global Payments Inc.


Meeting Type: Special Ticker: GPN

Primary ISIN: US37940X1028 Primary SEDOL: 2712013

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Issue Shares in Connection with Merger Mgmt For For

Mgmt For For Increase Authorized Common Stock 2

Mgmt For For Declassify the Board of Directors 3

Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.

Mgmt For For Adjourn Meeting 4

Page 16 of 33



HFF, Inc.


Meeting Type: Annual Ticker: HF

Primary ISIN: US40418F1084 Primary SEDOL: B1Q1RT1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Against For Advisory Vote on Golden Parachutes 2

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Also, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.

Mgmt Withhold For Elect Director Deborah H. McAneny 3.1

Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote. Also, directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Elect Director Steven E. Wheeler 3.2

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Also, the board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.

Mgmt For For Ratify Ernst & Young LLP as Auditors 4



Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Infratil Ltd.


Meeting Type: Annual Ticker: IFT

Primary ISIN: NZIFTE0003S3 Primary SEDOL: 6459286

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Alison Gerry as Director Mgmt For For

Page 17 of 33



Infratil Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Voter Rationale: In the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.

Mgmt For For Elect Kirsty Mactaggart as Director 2

Mgmt For For Elect Catherine Savage as Director 3

Mgmt For For Approve the Increase in Maximum Aggregate Remuneration of Directors

4

Mgmt For For Adopt New Constitution 5

Mgmt For For Authorize Board to Fix Remuneration of the Auditors

6

Israel Discount Bank Ltd.


Meeting Type: Annual Ticker: DSCT


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Discuss Financial Statements and the Report of

the Board Mgmt

Mgmt For For Approve Dividend Distribution 2

Mgmt For For Reappoint Ziv Haft & Co. and Somekh Chaikin as Joint Auditors and Authorize Board to Fix Their Remuneration

3

Mgmt Regarding Items 4.1-4.2: (Re) elect One External Director as defined in Directive 301 of the Proper Conduct of Banking Business

Regulations Out of a Pool of Two Nominees

Mgmt For For Elect Tamar Bar-Noy Gotlin as External Director 4.1

Mgmt Do Not Vote For Reelect Miriam Katz as External Director 4.2


Mgmt For For Approve Temporary Compensation Policy for the

Directors and Officers of the Company 5


A

Page 18 of 33



Israel Discount Bank Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Please Select Any Category Which Applies to You as a Shareholder or as a Holder of Power of Attorney

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

B1

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

B2


B3

J Sainsbury Plc


Meeting Type: Annual Ticker: SBRY

Primary ISIN: GB00B019KW72 Primary SEDOL: B019KW7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For



Mgmt For For Elect Martin Scicluna as Director 4

Mgmt For For Re-elect Matt Brittin as Director 5

Mgmt For For Re-elect Brian Cassin as Director 6

Mgmt For For Re-elect Mike Coupe as Director 7

Mgmt For For Re-elect Jo Harlow as Director 8

Mgmt For For Re-elect David Keens as Director 9

Mgmt For For Re-elect Kevin O'Byrne as Director 10

Mgmt For For Re-elect Dame Susan Rice as Director 11

Mgmt For For Re-elect John Rogers as Director 12

Mgmt For For Re-elect Jean Tomlin as Director 13

Page 19 of 33



J Sainsbury Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reappoint Ernst & Young LLP as Auditors 14

Mgmt For For Authorise the Audit Committee to Fix

Remuneration of Auditors 15



Rights 17


18

Mgmt For For Authorise EU Political Donations and

Expenditure 19

Mgmt For For Authorise Market Purchase Ordinary Shares 20



Japan Prime Realty Investment Corp.

Meeting Date: 09/05/2019 Country: Japan

Meeting Type: Special Ticker: 8955

Primary ISIN: JP3040890000 Primary SEDOL: 6528175

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles To Amend Permitted Investment Types - Amend Asset Management Compensation

Mgmt For For

Mgmt For For Elect Executive Director Jozaki, Yoshihiro 2

Mgmt For For Elect Alternate Executive Director Nomura, Yoshinaga

3

Mgmt For For Elect Supervisory Director Denawa, Masato 4.1

Mgmt For For Elect Supervisory Director Kusanagi, Nobuhisa 4.2

Mgmt For For Elect Alternate Supervisory Director Kawaguchi, Akihiro

5

Lundin Petroleum AB

Meeting Date: 07/31/2019 Country: Sweden

Meeting Type: Special Ticker: LUPE

Primary ISIN: SE0000825820 Primary SEDOL: 7187627

Page 20 of 33



Lundin Petroleum AB

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt

Mgmt For For Elect Chairman of Meeting 2

Mgmt For For Prepare and Approve List of Shareholders 3

Mgmt For For Approve Agenda of Meeting 4

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

Mgmt For For Acknowledge Proper Convening of Meeting 6

Mgmt For For Approve Share Swap Agreement; Approve SEK 556,594 Reduction in Share Capital via Share Cancellation; Approve Capitalization of Reserves

of SEK 556,594

7

Mgmt For For Approve Subsidiary Lundin Norway AS' Sale of 2.6 Percent of Johan Sverdrup unit to Equinor Energy AS

8

Mgmt Close Meeting 9

Macquarie Group Limited

Meeting Date: 07/25/2019 Country: Australia

Meeting Type: Annual Ticker: MQG

Primary ISIN: AU000000MQG1 Primary SEDOL: B28YTC2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

2a Elect Michael J Hawker as Director Mgmt For For

Mgmt For For Elect Michael J Coleman as Director 2b

Mgmt For For Elect Philip M Coffey as Director 2c

Mgmt For For Elect Jillian R Broadbent as Director 2d


Mgmt For For Approve Participation of Shemara Wikramanayake in the Macquarie Group

Employee Retained Equity Plan

4

Mgmt For For Approve the Increase in Maximum Aggregate Remuneration of Non-Executive Directors

5

Page 21 of 33



Macquarie Group Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Issuance of Macquarie Group Capital

Notes 4 6

Voter Rationale: If approved, this proposal would allow the board to issue an additional 15% of equities without further shareholder approval, bringing further dilution to shareholders.

NetApp, Inc.


Meeting Type: Annual Ticker: NTAP

Primary ISIN: US64110D1046 Primary SEDOL: 2630643

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director T. Michael Nevens Mgmt For For

Mgmt For For Elect Director Gerald Held 1b

Mgmt For For Elect Director Kathryn M. Hill 1c

Mgmt For For Elect Director Deborah L. Kerr 1d

Mgmt For For Elect Director George Kurian 1e

Mgmt For For Elect Director Scott F. Schenkel 1f

Mgmt Against For Elect Director George T. Shaheen 1g

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.


Voter Rationale: This plan could lead to excessive dilution. Also, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.

Mgmt For For Amend Qualified Employee Stock Purchase Plan 3



Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.

Page 22 of 33



NetApp, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Ratify Deloitte & Touche LLP as Auditors 5


NICE Ltd. (Israel)


Meeting Type: Annual Ticker: NICE


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Reelect David Kostman as Director Mgmt For Against

Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt Against For Reelect Rimon Ben-Shaoul as Director 1.2


Mgmt For For Reelect Yehoshua (Shuki) Ehrlich as Director 1.3

Mgmt For For Reelect Leo Apotheker as Director 1.4

Mgmt For For Reelect Joseph (Joe) Cowan as Director 1.5

Mgmt Against For Reelect Dan Falk as External Director 2.1

Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Reelect Yocheved Dvir as External Director 2.2

Mgmt Against For Approve Amendments to the Equity-Based Compensation for Executive

3

Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Lastly, variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Mgmt Against For Approve Amendments to the Equity-Based Compensation for Non-Executive Directors

4

Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Page 23 of 33



NICE Ltd. (Israel) Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reappoint Kost Forer Gabay & Kasierer as Auditors and Authorize Board to Fix Their Remuneration

5


Mgmt Discuss Financial Statements and the Report of the Board for 2016

6


A

Mgmt Please Select Any Category Which Applies to You as a Shareholder or as a Holder of Power of

Attorney

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


B1

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


B2


B3

Ryman Healthcare Limited


Meeting Type: Annual Ticker: RYM

Primary ISIN: NZRYME0001S4 Primary SEDOL: 6161525

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

2 Approve the Amendments to the Company's

Constitution Mgmt For For

Mgmt For For Elect Anthony Leighs as Director 3.1

Mgmt For For Elect George Savvides as Director 3.2

Page 24 of 33



Ryman Healthcare Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect David Kerr as Director 3.3

Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Likewise, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Authorize Board to Fix Remuneration of the Auditors

4

The Kraft Heinz Company


Meeting Type: Annual Ticker: KHC

Primary ISIN: US5007541064 Primary SEDOL: BYRY499

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Gregory E. Abel Mgmt For For

Mgmt For For Elect Director Alexandre Behring 1b

Mgmt For For Elect Director Joao M. Castro-Neves 1c

Mgmt Against For Elect Director Tracy Britt Cool 1d

Voter Rationale: Directors who represent major shareholders are not sufficiently independent to serve on key committees as their interests may not be well aligned with the wider group of shareholders. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Director John T. Cahill 1e

Mgmt For For Elect Director Feroz Dewan 1f

Mgmt For For Elect Director Jeanne P. Jackson 1g

Mgmt Against For Elect Director Jorge Paulo Lemann 1h

Voter Rationale: Directors who represent major shareholders are not sufficiently independent to serve on key committees as their interests may not be well aligned with the wider group of shareholders. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director John C. Pope 1i

Mgmt For For Elect Director Alexandre Van Damme 1j

Mgmt For For Elect Director George Zoghbi 1k

Page 25 of 33



The Kraft Heinz Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.


SH Against Against Report on Protein Diversification 4

Voter Rationale: The company appears to be taking steps to address changing customer preferences and because it has committed to set relevant climate footprint reduction targets in the coming year.

SH For Against Report on Efforts to Reduce Pesticide Use in the Company's Supply Chain

5

Voter Rationale: Kraft Heinz does not disclose mechanisms or metrics related to tracking, reporting, or reducing the use of synthetic pesticides. The company discloses that its materiality assessment found that sustainable sourcing/agriculture is important to its stakeholders and has a significant impact on its business strategy. While the company reports that its "Good Agricultural Practices" aim to reduce the harmful effects of farming and has resulted in "greater yields, increased organic matter percentage in soils, and reduced chemical use," Kraft Heinz does not provide more detailed disclosure on management systems and metrics related to pesticide use in its agricultural supply chain. In addition, a number of its peers such as General Mills, Sysco, and Unilever are providing more disclosure related to pesticide use and management. According we think that support is warranted.

THQ Nordic AB

Meeting Date: 09/17/2019 Country: Sweden

Meeting Type: Annual Ticker: THQN.B

Primary ISIN: SE0009241706 Primary SEDOL: BDR6M27

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt

Mgmt For For Elect Chairman of Meeting 2

Mgmt For For Prepare and Approve List of Shareholders 3

Mgmt For For Designate Inspector(s) of Minutes of Meeting 4

Mgmt For For Acknowledge Proper Convening of Meeting 5

Page 26 of 33



THQ Nordic AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Agenda of Meeting 6

Mgmt Receive Presentation on Business Activities 7

Mgmt Receive Financial Statements and Statutory

Reports 8

Mgmt For For Accept Financial Statements and Statutory

Reports 9.a

Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.

Mgmt For For Approve Allocation of Income and Omission of Dividends

9.b

Mgmt For For Approve Discharge of Board and President 9.c

Mgmt For For Determine Number of Members (5) and Deputy Members (0) of Board; Determine Number of

Auditors (1) and Deputy Auditors (0)

10

Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of SEK 1.3 Million; Approve

Remuneration of Auditors

11

Voter Rationale: Auditors should undertake non-audit work in exceptional circumstances only. Any non-audit fees paid to the auditor should be clearly disclosed, justified and not exceed audit fees. Large non-audit fees could compromise objectivity of the audit.

Mgmt For For Reelect Kicki Wallje-Lund (Chairperson), Ulf Hjalmarsson, Jacob Jonmyren, Erik Stenberg and Lars Wingefors as Directors; Ratify Ernst & Young as Auditors

12

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.

Mgmt For For Amend Articles Re: Set Minimum (SEK 854,000) and Maximum (SEK 3.4 Million) Share Capital; Set Minimum (307.7 Million) and Maximum (1.2

Billion) Number of Shares

13

Mgmt For For Approve 3:1 Stock Split 14

Mgmt For For Change Company Name to Embracer Group AB 15

Mgmt For For Approve Issuance of Class B Shares up to 10 Percent of Issued Shares without Preemptive Rights

16

Mgmt Close Meeting 17

Total System Services, Inc.


Meeting Type: Special Ticker: TSS


Page 27 of 33



Total System Services, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Advisory Vote on Golden Parachutes 2

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.

Mgmt For For Declassify the Board of Directors 3

Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.

Mgmt For For Adjourn Meeting 4

United Utilities Group Plc


Meeting Type: Annual Ticker: UU

Primary ISIN: GB00B39J2M42 Primary SEDOL: B39J2M4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Mgmt For For Approve Remuneration Policy 4

Mgmt For For Re-elect Dr John McAdam as Director 5

Voter Rationale: Females represent less than 30 percent, but we are pleased with the company's continued efforts to promote diversity including both gender and ethnicity.

Mgmt For For Re-elect Steve Mogford as Director 6

Mgmt For For Re-elect Russ Houlden as Director 7

Mgmt For For Re-elect Steve Fraser as Director 8

Mgmt For For Re-elect Mark Clare as Director 9

Mgmt For For Re-elect Sara Weller as Director 10

Mgmt For For Re-elect Brian May as Director 11

Mgmt For For Re-elect Stephen Carter as Director 12

Mgmt For For Re-elect Alison Goligher as Director 13

Page 28 of 33



United Utilities Group Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Paulette Rowe as Director 14

Mgmt For For Elect Sir David Higgins as Director 15


Mgmt For For Authorise the Audit Committee to Fix

Remuneration of Auditors 17



Rights 19


20



with 14 Working Days' Notice 22

Mgmt For For Authorise EU Political Donations and

Expenditure 23

VF Corporation


Meeting Type: Annual Ticker: VFC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Richard T. Carucci Mgmt For For

Mgmt For For Elect Director Juliana L. Chugg 1.2

Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Benno Dorer 1.3


Mgmt For For Elect Director Mark S. Hoplamazian 1.4

Mgmt For For Elect Director Laura W. Lang 1.5

Mgmt Withhold For Elect Director W. Alan McCollough 1.6

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, this director is not sufficiently independent to serve as the independent lead director.

Page 29 of 33



VF Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Withhold For Elect Director W. Rodney McMullen 1.7

Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt Withhold For Elect Director Clarence Otis, Jr. 1.8

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.

Mgmt For For Elect Director Steven E. Rendle 1.9

Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. Also, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director Carol L. Roberts 1.10

Mgmt For For Elect Director Matthew J. Shattock 1.11

Mgmt For For Elect Director Veronica B. Wu 1.12




Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, the remuneration committee should not allow vesting of incentive awards for below median performance. In addition, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.



ViaSat, Inc.


Meeting Type: Annual Ticker: VSAT

Primary ISIN: US92552V1008 Primary SEDOL: 2946243

Page 30 of 33



ViaSat, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Richard Baldridge Mgmt For For

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.

Mgmt For For Elect Director Sean Pak 1.2

Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.



Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation

3

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Also, the remuneration committee should not allow vesting of incentive awards for below median performance. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.



Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. Good practices include: well disclosed and stretching performance targets; performance triggers for equity awards; using different metrics for the short and long-term plans; measuring company outcomes against its appropriate peer group; and setting awards so that executives are not rewarded for below-average performance. These and other approaches will ensure that the compensation committee designs compensation packages that build shareholder value over time. Also, this plan could lead to excessive dilution. In addition, incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated. Moreover, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Furthermore, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Likewise, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Lastly, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.

Page 31 of 33



Vitasoy International Holdings Limited

Meeting Date: 09/04/2019 Country: Hong Kong

Meeting Type: Annual Ticker: 345

Primary ISIN: HK0345001611 Primary SEDOL: 6927590

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt For For Elect Winston Yau-Lai Lo as Director 3A1

Voter Rationale: For companies without an independent chairman, a senior independent director should be appointed to serve as an additional safeguard and point of communication for shareholders.

Mgmt For For Elect Paul Jeremy Brough as Director 3A2

Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.

Mgmt For For Elect Roberto Guidetti as Director 3A3

Mgmt For For Authorize Board to Fix Remuneration of

Directors 3B

Mgmt For For Approve KPMG as Auditors and Authorize Board

to Fix Their Remuneration 4

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

5A

Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.

Mgmt For For Authorize Repurchase of Issued Share Capital 5B

Mgmt Against For Authorize Reissuance of Repurchased Shares 5C

Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.

Xilinx, Inc.


Meeting Type: Annual Ticker: XLNX


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Dennis Segers Mgmt For For

Page 32 of 33



Xilinx, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.

Mgmt For For Elect Director Raman K. Chitkara 1.2

Mgmt For For Elect Director Saar Gillai 1.3

Mgmt For For Elect Director Ronald S. Jankov 1.4

Mgmt For For Elect Director Mary Louise Krakauer 1.5

Mgmt For For Elect Director Thomas H. Lee 1.6

Mgmt Against For Elect Director J. Michael Patterson 1.7

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Victor Peng 1.8

Mgmt For For Elect Director Marshall C. Turner 1.9

Mgmt Against For Elect Director Elizabeth W. Vanderslice 1.10

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.



Voter Rationale: The plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Mgmt For For Advisory Vote to Ratify Named Executive



Mgmt For For Ratify Ernst & Young LLP as Auditors 5


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